Oliveto Joseph 4

4 · Milestone Pharmaceuticals Inc. · Filed Jan 28, 2026

AI-generated summary of this filing

Updated Jan 29, 2026

Milestone (MIST) CEO Joseph Oliveto Sells Shares, Receives Award

What Happened

Joseph Oliveto, President, CEO and a director of Milestone Pharmaceuticals (MIST), reported multiple transactions: a performance stock unit (PSU) award tied to FDA approval, conversions/exercises of derivative awards, and open-market sales to cover taxes. Key moves: a 280,000-PSU award reported 2025-12-12, sell-to-cover sales of 133,054 shares on 2025-12-15 for a weighted average $2.32 (proceeds $308,685), conversion/exercise of 66,600 derivative shares on 2026-01-26, and sale of 34,523 shares on 2026-01-26 at $1.93 (proceeds $66,629). Total disclosed sale proceeds ≈ $375,314; award/conversion entries show $0 exercise price for the derivative grants.

Key Details

Transaction dates & prices:
- 2025-12-12: 280,000 PSUs awarded (no cash paid; contingent award).
- 2025-12-15: 133,054 shares sold (sell-to-cover) at weighted avg $2.32; proceeds $308,685. (F4: weighted average price; multiple sale prices included.)
- 2026-01-26: 66,600 derivative shares converted/exercised (no cash amount shown).
- 2026-01-26: 34,523 shares sold at $1.93; proceeds $66,629.
Shares owned after these transactions: not disclosed in the provided filing excerpt.
Notable footnotes:
- F1–F2: The 280,000 award are PSUs that vest upon FDA approval of Cardamyst (etripamil); each PSU converts to one common share if conditions met.
- F3: The December and January sales were sell-to-cover transactions to satisfy income tax withholding on vested PSUs/RSUs.
- F7: The RSU award vests in quarterly/annual tranches (1/4th on Jan 26 each year 2026–2029).
- F4: Reported sale price for Dec. 15 is a weighted average across multiple trades; detailed per-trade prices available on request.
Filing timing: The Form 4 was filed on 2026-01-28 and covers transactions from 2025-12-12 through 2026-01-26. The December transactions appear to have been reported several weeks after the trade date, which may indicate a late reporting of those earlier transactions.

Context

These filings show awards (PSUs/RSUs) converting to shares and partial sales that are described as sell-to-cover for tax obligations — a common administrative step and not necessarily a signal about sentiment on the company’s prospects.
The derivative conversion (M code) indicates the conversion/exercise of equity awards (RSUs/PSUs) rather than an open-market purchase. Some of the shares issued on vesting were immediately sold to cover taxes rather than retained.

Form 4

Period: 2025-12-12

DirectorPresident and CEO

Transactions

Award
Common Shares
[F1][F2]
2025-12-12+280,000→ 583,721 total
Sale
Common Shares
[F3][F4]
2025-12-15$2.32/sh−133,054$308,685→ 450,667 total
Exercise/Conversion
Common Shares
[F5]
2026-01-26+66,600→ 517,267 total
Sale
Common Shares
[F3][F4]
2026-01-26$1.93/sh−34,523$66,629→ 482,744 total
Award
Employee Stock Option (right to buy)
[F6]
2025-12-12+280,000→ 280,000 total
Exercise: $1.74Exp: 2034-05-06→ Common Shares (280,000 underlying)
Exercise/Conversion
Restricted Stock Units
[F5][F7]
2026-01-26−66,600→ 199,800 total
→ Common Shares (66,600 underlying)

Footnotes (7)

[F1]Represents a performance stock unit ("PSU") award that vested upon the certification by the Compensation Committee of the Board of Directors of the Issuer that the U.S. Food and Drug Administration has provided a New Drug Application Approval Letter granting approval of Cardamyst (etripamil).
[F2]Each PSU represents a contingent right to receive one common share.
[F3]Represents shares sold pursuant to a sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of PSUs or restricted stock unit ("RSU") awards only, respectively.
[F4]The price reported is a weighted average price. These shares were sold in multiple transactions. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
[F5]Each RSU represents a contingent right to receive one common share.
[F6]50% of the option will vest on June 12, 2026 and 50% will vest on December 12, 2026, subject to the Reporting Person continuing to provide service through each such date.
[F7]One-fourth (1/4th) of the shares subject to the RSU award vested or will vest on each of January 26, 2026, January 26, 2027, January 26, 2028 and January 26, 2029, subject to the Reporting Person continuing to provide service through each such date.

Signature

/s/ Joseph Oliveto|2026-01-28

1 file