KLENK DAVID L 4

What Happened David L. Klenk, CEO of Electro‑Sensors, exercised stock option(s) to acquire 50,000 shares on Feb 6, 2026 at an exercise price of $3.41 per share (total cash paid $170,500). The filing also reports that 14,000 restricted stock units (RSUs) vested on Sep 1, 2025 and were converted into common stock (no cash value reported for the vested RSUs). The reported transactions are recorded as derivative exercises/conversions ( Form 4 code M ), not open‑market sales.

Key Details

• Transactions reported:
  • Feb 6, 2026 — Acquired 50,000 shares via option exercise at $3.41 each; total $170,500.
  • Feb 4, 2026 — A related derivative "Disposed" entry for 50,000 shares at $0 is also listed in the filing (derivative disposal notation).
  • Sep 1, 2025 — 14,000 RSUs vested and were converted to common stock (Acquired; value not reported). A matching Sep 1, 2025 "Disposed" derivative entry at $0 is also shown.
• Shares owned after transaction: the filing does not state a full post‑transaction total; footnote notes 3,373 shares are held in the company ESOP for Klenk's account.
• Notable footnotes:
  • RSUs convert one‑for‑one into common stock (F1).
  • 3,373 shares held in Electro‑Sensors, Inc. Employee Stock Ownership Plan (F2).
  • The 50,000‑share option was originally granted Feb 9, 2016 and fully vested by Feb 9, 2020 (F3).
  • 35,000 RSUs granted Sep 1, 2023 vest over five years; 14,000 vested to date (F4).
• Timeliness: Form 4 was filed Feb 18, 2026. Given the Feb 4–6, 2026 transaction dates and the Sep 1, 2025 vesting date, the filing appears to have been submitted after the typical 2‑business‑day reporting window.

Context

• Code M on Form 4 denotes exercise of an option or conversion of a derivative; RSU vesting converts the RSU into common shares on a one‑for‑one basis per the filing. The report shows derivative "Disposed" entries at $0 for the same share counts — these entries reflect conversion/exercise reporting in the Form 4 rather than open‑market sales with cash proceeds. No open‑market sale proceeds or 10b5‑1 plan references are reported.