Tierney Conor B 4

4 · AEye, Inc. · Filed Feb 11, 2026

AI-generated summary of this filing

Updated Feb 11, 2026

AEye (LIDR) CFO Conor B. Tierney Receives 417,426-Share Awards

What Happened

Conor B. Tierney, AEye’s Treasurer & Chief Financial Officer, received equity awards on February 9, 2026 totaling 417,426 units: 208,713 restricted stock units (RSUs) and 208,713 performance stock units (PSUs). Both awards were granted at $0.00 (no cash exchanged at grant). The RSUs are time-based and convert one-for-one into common stock at vesting; the PSUs are performance-based and convert to shares (or, if shares are unavailable, cash) only if price targets are met.

Key Details

Transaction date: 2026-02-09; filing date: 2026-02-11 (appears timely — within the normal 2-business-day Form 4 window).
Grants: 208,713 RSUs (time-based) + 208,713 PSUs (performance-based) = 417,426 total units; grant price $0.00.
RSU vesting (F1): 25% vests each quarter for four quarters, beginning February 15, 2026 (i.e., quarterly vesting of 1/4 of the RSUs).
PSU terms (F2/F3): PSUs vest incrementally only if the 5-day trailing average closing price on NASDAQ meets thresholds — one-third vests at $3.00, one-third at $4.00, and one-third at $5.00. Any PSUs not vested by December 31, 2030 are forfeited. If insufficient shares are available under the plan, PSUs may be settled in cash based on a 5-day trailing average price.
Shares owned after the transaction: not specified in the provided filing excerpt.
Transaction code: A (award/grant); second line reported as a derivative award (PSUs) — not an immediate issuance of common stock.

Context

These are grants (awards), not open-market purchases or sales. Time-based RSUs and performance-based PSUs are common executive compensation; they do not represent an immediate cash sale or purchase by the insider.
PSUs are contingent on stock-price performance and carry forfeiture risk if targets aren’t met by the cutoff date; RSUs are tied to continued service and vesting schedule.
No cash changed hands at grant; future dilution or cash settlement depends on vesting outcomes and plan availability.

Form 4

Period: 2026-02-09

Treasurer & CFO

Transactions

Award
Common Stock
[F1]
2026-02-09+208,713→ 377,397 total
Award
Performance Stock Units
[F2][F3]
2026-02-09+208,713→ 208,713 total
Exp: 2030-12-31→ Common Stock (208,713 underlying)

Footnotes (3)

[F1]Represents restricted stock units which convert into common stock on a one-for-one basis at vesting. The Reporting Person received a restricted stock unit award which vests as to 1/4th of the total shares on the 15th day of the second month of each calendar quarter for a period of four (4) calendar quarters beginning on February 15, 2026.
[F2]Each performance stock unit ("PSU") is the economic equivalent of a share of common stock and represents the right to receive one share of common stock at vesting, unless sufficient shares are not available in the Company's 2021 Equity Incentive Plan, in which case the PSUs will be settled in cash based on the 5-day trailing average closing price of the Company's stock.
[F3]The PSUs will incrementally vest when the Company's closing price, as reported on NASDAQ, based on a five-day trailing average: (i) meets or exceeds $3.00 per share, as to one-third of the PSUs; (ii) meets or exceeds $4.00 per share, as to one-third of the PSUs; and (iii) meets or exceeds $5.00 per share, as to one-third of the PSUs. To the extent any PSUs have not vested by December 31, 2030, such PSUs shall be forfeited in their entirety.

Signature

/s/ Siraj Husain by power of attorney previously filed|2026-02-11

1 file