HUGHES ANDREW S 4

What Happened
Andrew S. Hughes, AEye's Secretary & General Counsel, received equity awards on Feb 9, 2026 consisting of 121,229 restricted stock units (RSUs) and 121,229 performance stock units (PSUs) — a total of 242,458 units. Both awards were granted at $0.00 (no cash purchase). The RSUs convert one-for-one into common stock at vesting; the PSUs are economically equivalent to shares and will convert to shares (or cash if sufficient plan shares are not available) upon meeting vesting conditions.

Key Details

• Transaction date: 2026-02-09; Form filed: 2026-02-11 (timely filing).
• RSUs: 121,229 units; vest 1/4 of the total on the 15th day of the second month of each calendar quarter for four quarters beginning Feb 15, 2026 (quarterly over ~1 year). (Footnote F1)
• PSUs: 121,229 units; vest in thirds when the 5-day trailing NASDAQ closing price reaches $3.00, $4.00, and $5.00 (one-third vests at each threshold); any PSUs not vested by Dec 31, 2030 are forfeited. If plan shares are unavailable, PSUs will be settled in cash based on a 5-day trailing average price. (Footnotes F2–F3)
• Shares owned after the transaction: Not specified in the filing.
• Transaction type codes: A = Award/Grant; one PSU entry reported as a derivative award.

Context
RSUs are typical retention/compensation awards and do not require a cash outlay from the insider; PSUs are performance-based and only convert to shares (or cash) if price conditions are met, so they are contingent on future stock performance. These grants are standard executive compensation disclosures and do not by themselves indicate a purchase or sale decision by the insider.