JORDEN DAVID EMERSON 4

What Happened

• Jorden David Emerson (CEO/CFO and Director) exercised 162,500 options on June 30, 2026 at $1.00 per share (gross exercise cost $162,500). To cover the exercise price/taxes the company withheld 160,892 shares (valued at $1.01 each, $162,501), so the reporting person received 1,608 shares on the net exercise. Separately, on June 29, 2026 Emerson was granted 125,000 derivative securities (option award) at $0.00 per share (no cash paid at grant).
• This was a net/cashless exercise (shares withheld to satisfy exercise price/taxes), not an open-market sale.

Key Details

• Transaction dates & prices:
  • 2026-06-30: Exercised 162,500 options at $1.00 (gross $162,500).
  • 2026-06-30: 160,892 shares withheld @ $1.01 to cover exercise/taxes (value reported $162,501).
  • 2026-06-29: Grant of 125,000 derivative securities (award) at $0.00.
• Net result of the exercise: reporting person received 1,608 shares after withholding (per footnote F1).
• Footnotes of note:
  • F1: Confirms net exercise — 1,608 shares issued; 160,892 withheld to pay exercise price using $1.01 closing price.
  • F2: Adjustment of 25,381 shares to correct previously reported beneficial ownership.
  • F3: Lists option tranches exercisable (62,500; 50,000; 50,000) as stated in the filing.
  • F4: Vesting schedule note — one third exercisable as of June 30, 2027; remaining balance vests quarterly over the next two years.
• Shares owned after the transaction: not specified in the provided filing data.
• Filing timeliness: Form 4 filed July 2, 2026 for transactions on June 29–30, 2026 — appears timely (Form 4 is generally due within 2 business days of the transaction).

Context

• This is a common executive action: exercising options with a net/cashless settlement (company withholds shares to cover exercise cost/taxes). That withholding is reported as a disposition but does not necessarily indicate a market sale by the insider.
• The 125,000-item grant is an option/award with a multi-year vesting schedule (see F4); such grants are compensation-related and typically subject to future vesting before further exercises or sales.