Keane Robert S 4

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).