Gupta Ajay K 4

What Happened
Ajay K. Gupta, a director of ICICI Bank Ltd. (IBN), exercised a series of stock options on April 21, 2026 and the resulting shares were disposed the same day (cashless exercise/sale). The transactions consisted of four option tranches totaling 80,300 shares, exercised at the following per-share USD-equivalent exercise prices and totals:

• 31,350 shares @ $3.02 = $94,677
• 7,950 shares @ $2.54 = $20,193
• 33,000 shares @ $2.30 = $75,900
• 8,000 shares @ $1.65 = $13,200
  Aggregate proceeds (USD-equivalent) = $203,970. These were option exercises (SEC code M) with matching disposals recorded the same day.

Key Details

• Transaction date: April 21, 2026; Form 4 filed April 23, 2026 (appears timely under normal 2-business-day rule).
• Options exercised and shares disposed the same day (cashless exercise / immediate sale).
• Total shares exercised and sold: 80,300; total USD-equivalent proceeds: $203,970.
• Shares owned after transaction: not specified in the provided excerpt of the Form 4.
• Notable footnotes:
  • F1: Exercise prices were denominated in INR and translated to USD using 1 USD = INR 92.90 (Fed Reserve H.10, Apr 17, 2026).
  • F2–F5: These options were from grants in 2012–2015 with multiple vesting tranches; the exercised tranches included options that were vested and/or nearing expiry in April 2026 (the filing shows several tranches expiring in April 2026).
• Transaction codes: M = exercise/conversion of derivative; the reported disposals are derivative-related (resulting shares sold).

Context
Because the exercised shares were sold the same day, this was effectively a cashless exercise (options converted to shares and then sold, typically to cover the exercise cost or tax withholding). This type of transaction is common when options are close to expiration and does not by itself indicate a change in the director’s longer-term view of the company. No 10% owner or gift/award indications are shown in the provided data.