Vincent Ron 4/A

What Happened

• Vincent Ron, Chief Financial Officer of Crexendo (CXDO), sold 1,011 shares in an open-market or private sale on 2026-01-22 at $7.78 per share for proceeds of $7,870. This sale was executed under a previously established Rule 10b5-1 trading plan (entered 12/09/2024).
• On 2026-01-25 several derivative conversions (reported as "M" transactions) occurred converting RSUs into common stock (277-share increments). The company withheld 90 shares (valued at $7.45/share, $671) and 91 shares ($678) to cover payroll taxes related to those vestings; the withholding transactions are reported as "F" (tax withholding) and do not represent a sale by Mr. Ron.

Key Details

• Transaction dates and prices:
  • 2026-01-22: Sale — 1,011 shares @ $7.78 = $7,870 (reported as S; executed under a 10b5-1 plan; F1).
  • 2026-01-25: Multiple RSU conversions/exercises (M) of 277-share units reported at $0.00 (conversion upon vesting).
  • 2026-01-25: Tax withholding (F) — 90 shares @ $7.45 = $671 and 91 shares @ $7.45 = $678 (withheld to pay payroll taxes; F3, F5).
• Shares owned after the transactions: Not specified in the provided excerpt of the filing.
• Notable footnotes:
  • F1: 1/22 sale was pursuant to a Rule 10b5-1 plan established 12/09/2024 (insider stated he was not aware of material nonpublic info when plan was adopted).
  • F2/F4/F6: These transactions relate to RSUs that vest monthly over multi-year schedules and convert to common stock upon vesting.
  • F3/F5: Withholding of shares to cover payroll taxes is a net settlement and is not treated as a sale by the reporting person.
• Filing timeliness: This is an AMENDED Form 4 filed 2026-01-28; the original filing on 1/27/2026 did not include the 1/22 sale, so the amendment was necessary. The amendment indicates the initial report omitted the 1/22 transaction.

Context

• The 1/22 sale is a routine sale executed under a 10b5-1 trading plan (a prearranged plan designed to avoid trading on material nonpublic information). Sales under such plans are generally considered routine rather than a direct negative signal.
• The 1/25 entries reflect RSU vesting/conversion (derivative-to-common stock conversion). The company withheld shares to cover payroll taxes (net settlement), which is common when equity awards vest; those withheld shares are not treated as a voluntary sale by the insider.
• Because the filing was amended to add the 1/22 sale, retail investors should note the corrected disclosure but not infer motive from the late reporting.