OSTEEN DEBRA K 4

What Happened
Debra K. Osteen, CEO of Acadia Healthcare (ACHC), received a derivative award (option) covering 1,125,000 shares on January 20, 2026. The reported grant shows 1,125,000 shares at $0.00 (derivative), indicating an option-style award rather than an open-market purchase or sale.

Key Details

• Transaction date: 2026-01-20; Form 4 filed 2026-01-21 (timely under Section 16 rules).
• Transaction type/code: A = Award/Grant (derivative option).
• Amount: 1,125,000 underlying shares; report lists $0.00 per share (no cash paid shown).
• Shares owned after transaction: Not disclosed in the provided filing excerpt.
• Vesting/conditions (see footnote): performance- and time-based vesting tied to 30-day VWAP thresholds and a Jan 20, 2027 backstop (details below).
• No 10b5-1 plan, tax withholding, or sale reported in this filing.

Vesting detail (from footnote): 250,000 shares vest if 30-day VWAP ≥ $25; 250,000 at ≥ $35; 250,000 at ≥ $45. An additional 125,000 shares vest on the later of (a) the $25 target and (b) Jan 20, 2027; 125,000 on the later of (a) the $35 target and (b) Jan 20, 2027; and 125,000 on the later of (a) the $45 target and (b) Jan 20, 2027.

Context
This is a performance-vested option award, not an immediate purchase or sale. Such grants do not represent immediate cash or shares until vesting and exercise conditions are met; the award will only yield shares (or value) if the VWAP targets and/or time-based conditions are satisfied. For retail investors, purchases by insiders are often more directly bullish signals; awards reflect compensation and long-term incentives and should be interpreted accordingly.