Tierney Conor B 4

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.