KAPLAN THOMAS SCOTT 4

What Happened

• Thomas S. Kaplan, Chairman of Sunshine Silver Mining & Refining Co.'s board, net‑exercised warrants on 2026-06-05 to acquire 2,739,640 shares at $2.87 per share (total value ≈ $7,862,767). As part of the net/cashless exercise, 582,022 shares were surrendered/withheld at an effective value of $13.50 per share (≈ $7,857,297) to cover the exercise price/tax liability. In the same filing he was also granted 8,929 restricted stock units (RSUs) that will vest subject to continued board service (see footnote).

Key Details

• Transaction date: 2026-06-05; Form 4 filed: 2026-06-08 (appears timely).
• Main transactions reported:
  • M (Exercise/conversion): +2,739,640 shares @ $2.87 (acquired) — net exercise of warrants. (Footnote F2)
  • F (Payment/tax withholding): -582,022 shares @ $13.50 (disposed) — shares withheld to cover exercise price/taxes.
  • A (Award): +8,929 RSUs granted; vesting subject to service conditions. (Footnote F1)
  • M (Derivative disposition): 2,739,640 shares reported as derivative disposition @ $0 — reflects the conversion/surrender mechanics of the warrants.
• Post‑transaction total holdings are not specified in the excerpt; the filing’s remarks note the reporting persons may be part of a group that beneficially owns >10% of the company (disclaimer applied). (Footnotes F3–F7 explain related entities and ownership structure.)
• No indication this was a 10b5‑1 plan or a gift; transaction was a net/cashless exercise (shares withheld to satisfy costs/liabilities).

Context

• This is effectively a warrant exercise with share withholding (cashless/net exercise) rather than an open‑market sale or purchase — common when insiders convert derivative instruments into shares and use some shares to cover costs or taxes.
• Because Kaplan is reported as a 10% owner (and connected entities are involved per footnotes), this is institutional/insider capital structuring rather than a routine small personal purchase. The RSU grant is time‑based and contingent on continued board service, not an immediate purchase.