Lucas Shannon 4

What Happened

• Lucas Shannon (reported as a 10% owner) had 22,919 restricted stock units (RSUs) vest and converted those RSUs into the same number of common shares on January 31, 2026. No exercise price was paid (RSUs convert to shares at $0 exercise price). To satisfy tax withholding, 9,407 of the newly issued shares were withheld (disposed) at an implied value of $17.23 per share, totaling about $162,083. The net shares delivered to Shannon would be 13,512 shares (22,919 converted minus 9,407 withheld).

Key Details

• Transaction date: January 31, 2026; Form 4 filed February 3, 2026 covering that date.
• Primary codes: M = conversion/exercise of derivative (RSU conversion), F = shares withheld to pay tax liability.
• Shares converted: 22,919 RSUs → 22,919 shares (each RSU represents a contingent right to one share).
• Shares withheld for taxes: 9,407 shares at $17.23 each = $162,083.
• Net shares issued to reporting person: 13,512 shares (22,919 − 9,407).
• Vesting detail (footnote): These RSUs vest in 24 equal monthly installments from Jan 1, 2025 through Dec 31, 2026, subject to continued service.
• Filing: submitted Feb 3, 2026 reporting the Jan 31 transactions; the form itself does not flag a late filing.
• Insider status: Lucas Shannon is reported as a 10% owner (Section 16 status).

Context

• This was not an open-market purchase or sale: it’s a routine conversion of vested RSUs into common stock with shares withheld to cover tax obligations (a common cashless/withholding settlement). Such withholding disposals (code F) are administrative and not necessarily a signal about the insider’s view of the stock.
• For retail investors: conversions and tax-withholding events increase insider-held shares when net shares are delivered, but are generally driven by compensation vesting and tax rules rather than discretionary buying or selling.