Kestenberg-Messina Kaitlin M. 4
4 · ADMA BIOLOGICS, INC. · Filed Mar 10, 2026
Research Summary
AI-generated summary of this filing
ADMA BIOLOGICS (ADMA) COO Kaitlin Kestenberg‑Messina Sells Shares & Exercises
What Happened
Kaitlin M. Kestenberg‑Messina, COO and SVP Compliance of ADMA BIOLOGICS (ADMA), exercised multiple option tranches to acquire 10,096 shares (exercise costs totaled about $32,330) and sold those 10,096 shares in an open‑market sale for total proceeds of $157,800. In addition, the filing shows shares withheld by the issuer to satisfy tax withholding on RSU vesting (10,059 shares on 3/6 and 4,235 shares on 3/7) and a separate transfer/disposition of 91,266 shares on 3/9 in connection with a court‑approved divorce settlement.
Key Details
- Transaction dates: March 6–9, 2026. Filing date: March 10, 2026 (timely).
- Open‑market sale: 10,096 shares sold on 3/9 at a weighted average price ~$15.63, proceeds $157,800.
- Option exercises: 10,096 shares acquired on 3/9 via exercises at varying strike prices (2,500 @ $5.00; 1,250 @ $4.31; 2,646 @ $2.83; 1,525 @ $2.35; 2,175 @ $1.55); total exercise cash paid ≈ $32,330.
- Tax withholding: 10,059 shares (3/6) and 4,235 shares (3/7) were withheld by the issuer to satisfy mandatory tax withholding on RSU vesting (footnote F1) — not open market sales. Combined withheld shares represent ~14,294 shares (value shown at ~$15.39/share).
- Divorce transfer/sale: 91,266 shares shown as disposed on 3/9 (footnotes F2–F3 indicate transfer/sale per court‑approved divorce settlement).
- Shares owned after transactions: reporting shows 133,641 shares directly owned prior to these transactions; after the reported disposals the insider’s direct holdings drop to approximately 17,985 shares (plus substantial unvested RSUs—≈332,959 unvested RSUs as disclosed in footnotes F5–F6).
- Filing timeliness: No late filing flag noted; Form 4 was filed within normal timing.
Context
- This filing includes both option exercises and immediate sales (a common cashless/cash‑out pattern): options were exercised and the resulting shares were sold in the open market (sales offset the exercised shares).
- The tax‑withholding entries represent issuer withholding on RSU vesting (routine administrative dispositions), and the large 91,266‑share disposition is related to a divorce settlement — these do not necessarily indicate trading sentiment.
- Purchases (option exercises) are informative but here were followed by sales; the meaningful cash sale reported is the open‑market sale of 10,096 shares for $157,800.
Insider Transaction Report
- Tax Payment
Common Stock
[F1]2026-03-06$15.39/sh−10,059$154,808→ 562,101 total - Tax Payment
Common Stock
[F1]2026-03-07$15.39/sh−4,235$65,177→ 557,866 total - Other
Common Stock
[F2]2026-03-09−91,266→ 466,600 total - Exercise/Conversion
Common Stock
2026-03-09$5.00/sh+2,500$12,500→ 469,100 total - Exercise/Conversion
Common Stock
2026-03-09$4.31/sh+1,250$5,387→ 470,350 total - Exercise/Conversion
Common Stock
2026-03-09$2.83/sh+2,646$7,488→ 472,996 total - Exercise/Conversion
Common Stock
2026-03-09$2.35/sh+1,525$3,584→ 474,521 total - Exercise/Conversion
Common Stock
2026-03-09$1.55/sh+2,175$3,371→ 476,696 total - Sale
Common Stock
[F3][F4][F5][F6]2026-03-09$15.63/sh−10,096$157,800→ 466,600 total - Exercise/Conversion
Stock Option (right to buy)
[F7]2026-03-09−2,500→ 2,500 totalExercise: $5.00Exp: 2027-02-14→ Common Stock (2,500 underlying) - Exercise/Conversion
Stock Option (right to buy)
[F8]2026-03-09−1,250→ 1,250 totalExercise: $4.31Exp: 2029-06-05→ Common Stock (1,250 underlying) - Exercise/Conversion
Stock Option (right to buy)
[F9]2026-03-09−2,646→ 2,771 totalExercise: $2.83Exp: 2030-08-19→ Common Stock (2,646 underlying) - Exercise/Conversion
Stock Option (right to buy)
[F10]2026-03-09−1,525→ 2,225 totalExercise: $2.35Exp: 2031-02-25→ Common Stock (1,525 underlying) - Exercise/Conversion
Stock Option (right to buy)
[F11]2026-03-09−2,175→ 2,825 totalExercise: $1.55Exp: 2031-07-19→ Common Stock (2,175 underlying)
Footnotes (11)
- [F1]Represents shares withheld by the Issuer to satisfy the mandatory tax withholding requirements upon vesting of restricted stock units ("RSUs"). This is not an open market sale of securities.
- [F10]The incentive stock options were granted to the Reporting Person on February 25, 2021, and are fully vested.
- [F11]The incentive stock options were granted to the Reporting Person on July 19, 2021, and are fully vested.
- [F2]The shares were transferred by the reporting person in accordance with the terms of a court-approved divorce settlement agreement (the "Divorce Settlement").
- [F3]The securities were sold by the Reporting Person in accordance with the terms of the Divorce Settlement.
- [F4]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.59 to $15.65, inclusive. The reporting person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- [F5]Includes, as of the transaction date (i) 91,631 unvested RSUs granted on February 9, 2026, vesting quarterly on each annual anniversary of the date of grant over four years, subject to the Reporting Person's continued service as of the applicable vesting date and that will be settled into common stock upon vesting; (ii) 58,338 unvested RSUs out of 77,784 RSUs granted on February 19, 2025, vesting quarterly on each annual anniversary of the date of grant over four years, subject to the Reporting Person's continued service as of the applicable vesting date and that will be settled into common stock upon vesting; (iii) 144,240 unvested RSUs out of 192,320 RSUs granted on April 1, 2024, that will vest in equal quarterly installments on each annual anniversary of the date of grant, over four years, subject to the Reporting Person's continued service as of the applicable vesting date;
- [F6](continued from footnote 5) (iv) 15,000 unvested RSUs out of 30,000 RSUs granted on July 24, 2023, that will vest in equal quarterly installments on each annual anniversary of the date of grant, over four years, subject to the Reporting Person's continued service as of the applicable vesting date; (v) 23,750 unvested RSUs out of 95,000 RSUs granted on March 6, 2023, that will vest in equal quarterly installments on each annual anniversary of the date of grant, over four years, subject to the Reporting Person's continued service as of the applicable vesting date; and (vi) 133,641 shares of common stock directly owned by the Reporting Person, which reflects prior option exercises and the prior net settlement upon vesting of previously granted RSUs after the withholding of shares to cover applicable taxes.
- [F7]The incentive stock options were granted to the Reporting Person on February 14, 2017, and are fully vested.
- [F8]The incentive stock options were granted to the Reporting Person on June 5, 2019, and are fully vested.
- [F9]The incentive stock options were granted to the Reporting Person on August 19, 2020, and are fully vested.