Baker Charles 4
4 · ETSY INC · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
Etsy (ETSY) CFO Charles Baker Sells Shares After RSU Vesting
What Happened
Charles Baker, CFO of Etsy, had 6,224 restricted stock units (RSUs) convert to common shares on May 1, 2026. The company withheld 3,442 of those shares to satisfy tax withholding obligations (value reported at $63.17 per share, ~$217,431). On May 5, 2026 Baker sold 1,703 shares at a weighted average price of $63.40 (proceeds ~$107,970) and 327 shares at a weighted average price of $64.00 (proceeds ~$20,928), for total open-market proceeds of about $128,898. After withholding and the sales, roughly 752 shares from this vesting event remain (6,224 − 3,442 − 2,030 = 752).
Key Details
- Transaction dates: May 1, 2026 (RSU settlement and tax withholding); May 5, 2026 (open-market sales).
- RSUs converted: 6,224 shares acquired via derivative conversion (vesting).
- Shares withheld for taxes: 3,442 shares at $63.17 → ~$217,431 (issuer withholding).
- Open-market sales: 1,703 shares at $63.40 (weighted avg; range $62.88–$63.87) and 327 shares at $64.00 (weighted avg; range $63.89–$64.32). Reporting person will provide per-price breakdown on request.
- Sales executed under a Rule 10b5-1 trading plan adopted Nov 12, 2025.
- RSU details: 1-for-1 share correspondence; vesting schedule note included in filing (25% vesting Feb 1, 2026; remainder in quarterly installments).
- Filing date: May 5, 2026 (covers transactions through May 5); filing appears timely.
Context
- This was primarily a settlement of vested RSUs with shares withheld to cover taxes and subsequent planned sales — typical executive compensation processing rather than an additional market purchase.
- The conversion of RSUs to shares (listed as a conversion/exercise of a derivative) followed immediately by withholding and partial open-market sales is effectively a cashless settlement of the award.
- Sales were pre-arranged under a 10b5-1 plan, which indicates they were executed according to a pre-set schedule rather than ad-hoc trades.
Insider Transaction Report
Form 4
ETSY INCETSY
Baker Charles
Chief Financial Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-05-01+6,224→ 12,385 total - Tax Payment
Common Stock
[F2]2026-05-01$63.17/sh−3,442$217,431→ 8,943 total - Sale
Common Stock
[F3][F4]2026-05-05$63.40/sh−1,703$107,970→ 7,240 total - Sale
Common Stock
[F3][F5]2026-05-05$64.00/sh−327$20,928→ 6,913 total - Exercise/Conversion
Restricted Stock Units
[F6][F7][F8]2026-05-01−6,224→ 68,471 total→ Common Stock (6,224 underlying)
Footnotes (8)
- [F1]Shares of common stock acquired upon the vesting of restricted stock units.
- [F2]This transaction reported represents the withholding of shares by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of the restricted stock units.
- [F3]These sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 12, 2025.
- [F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.88 to $63.87, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder 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 range set forth in this footnote.
- [F5]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.89 to $64.32, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder 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 range set forth in this footnote.
- [F6]The Reporting Person has irrevocably elected to satisfy all withholding tax due upon the delivery of shares by authorizing Etsy, Inc. to withhold a sufficient amount of shares to satisfy such tax obligation.
- [F7]Represents restricted stock units which correspond 1-for-1 with common stock.
- [F8]25% of the restricted stock units will vest on February 1, 2026, with the remainder vesting in 12 equal quarterly installments thereafter, provided the Reporting Person remains continuously employed on each vesting date.
Signature
/s/ Jennifer Card, Attorney-in-Fact|2026-05-05