Keane Robert S 4

4 · CIMPRESS plc · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 18, 2026

Cimpress CEO Robert Keane Receives Award; Shares Withheld for Taxes

What Happened

Robert S. Keane, Cimpress plc (CMPR) CEO, Chairman and Director, had performance share units (PSUs) convert into common shares on February 15, 2026. A total of 13,112 shares were issued upon conversion (9,578 + 146 + 3,388).
To cover tax withholding, 4,117 of those shares were surrendered at an implied withholding price of $74.27 per share, generating $305,770. The net increase in shares issued to Keane was approximately 8,995 shares.
This was not an open-market sale or purchase by Keane — it was vesting/conversion of PSUs with a share-withholding to meet tax obligations (common treatment of equity awards).

Key Details

Transaction date: 2026-02-15; Form 4 filed: 2026-02-17 (timely filing).
Shares issued on conversion (M code): 9,578 + 146 + 3,388 = 13,112 shares at $0.00 (PSU conversion, no purchase price).
Shares withheld for tax liability (F code): 4,117 shares at $74.27 = $305,770.
Net shares issued to insider (approx.): 13,112 − 4,117 = 8,995 shares.
Shares owned after transaction: not specified in the provided filing text. Filing notes include 28,375 shares held by RHS Delaware Holdings LLC of which two trusts are sole shareholders (see footnote F2).
Footnotes: F1—PSUs automatically vested and represent Cimpress' commitment to issue one share per PSU after performance determination; F3—these PSUs vest over a four-year schedule (25% at initial date, then 6.25% quarterly thereafter).
Transaction codes: M = exercise/conversion of derivative (PSU conversion here); F = payment of exercise price or tax liability (share withholding).

Context

This is an award vesting event (performance shares converting to stock) with a share-withholding to satisfy taxes — a routine administrative step, not an opportunistic market sale. Such withholding reduces the number of shares delivered but does not necessarily reflect the insider selling shares for cash.
PSUs are performance-based awards; final share issuance depends on achievement of performance conditions (footnotes indicate the award mechanics and vesting schedule).

Form 4

Period: 2026-02-15

DirectorCEO, Chairman

Transactions

Exercise/Conversion
Ordinary Shares
[F1]
2026-02-15+9,578→ 74,670 total
Exercise/Conversion
Ordinary Shares
[F1]
2026-02-15+146→ 74,816 total
Exercise/Conversion
Ordinary Shares
[F1]
2026-02-15+3,388→ 78,204 total
Tax Payment
Ordinary Shares
2026-02-15$74.27/sh−4,117$305,770→ 74,087 total
Exercise/Conversion
Performance Share Units
[F1][F3]
2026-02-15−9,578→ 57,471 total
Exercise: $0.00From: 2024-08-15Exp: 2027-08-15→ Ordinary Shares (9,578 underlying)
Exercise/Conversion
Performance Share Unit
[F1][F3]
2026-02-15−146→ 872 total
Exercise: $0.00From: 2024-08-15Exp: 2027-08-15→ Ordinary Shares (146 underlying)
Exercise/Conversion
Performance Share Units
[F1][F3]
2026-02-15−3,388→ 33,877 total
Exercise: $0.00From: 2025-08-15Exp: 2028-08-15→ Ordinary Shares (3,388 underlying)

Holdings

Footnotes (3)

[F1]The shares acquired automatically vested pursuant to an award of performance share units (PSUs), with each PSU representing Cimpress' commitment to issue one ordinary share following the determination of the number of shares issuable pursuant to the award based on the level of achievement against the performance conditions.
[F2]Includes 28,375 shares held by RHS Delaware Holdings LLC of which The Eastern Irrevocable Trust and The Western Irrevocable Trust are the sole shareholders.
[F3]These PSUs vest over the following four-year period: 25% of the number of shares determined to be issuable pursuant to the award based on the level of achievement against the performance conditions vest on the Date Exercisable shown in Table II and 6.25% of such number of shares vest quarterly thereafter.

Signature

/s/ Sean E. Quinn, as attorney-in-fact for Robert S. Keane|2026-02-17

1 file