Saloom Kaliste 4

What Happened
Saloom Kaliste, General Counsel & Corporate Secretary of Big Digital Energy, had restricted stock units (RSUs) accelerate due to a change of control effective April 6, 2026. A total of 17,365 RSUs converted into shares (reported as derivative exercises), and 5,604 of those shares were surrendered to cover tax withholding at $2.59 per share (total withholding ≈ $14,514). The RSU settlements were recorded as converting on April 6 (accelerated) and were settled for shares on May 8, 2026 per the filing footnotes.

Key Details

• Transaction date (acceleration): April 6, 2026; settlement to shares: May 8, 2026; Form 4 filed: May 13, 2026 (filed late relative to the usual 2-business-day rule).
• Shares converted: 17,365 RSUs converted into shares (listed as derivative exercises).
• Tax/withholding: 5,604 shares withheld at $2.59/share for taxes = $14,514. Net shares delivered to the insider = 17,365 − 5,604 = 11,761.
• Relevant footnotes: acceleration caused by a change of control; the RSUs were grants from Dec 18, 2025 (11,962 RSUs) and July 1, 2024 (7,204 RSUs) and were settled for shares on May 8, 2026.
• Filing timeliness: The Form 4 was filed on May 13, 2026 covering an April 6 transaction—this is later than the typical 2-business-day reporting requirement.

Context
These transactions are RSU vesting/settlement due to an accelerated vesting provision after a change of control, not an open-market buy or sale. The withholding of shares to cover taxes is a routine, administrative step (a cashless-like settlement) and does not necessarily indicate a buy/sell decision about the company's prospects. The late filing is a disclosure timing issue investors should note but does not change the underlying transactions.