Hamm Mark David 4

What Happened Mark David Hamm, Chief Operating Officer of Arrive AI (ARAI), had 41,656 restricted stock units (RSUs vesting from a Dec 31, 2025 grant) convert to common shares on March 31, 2026. Of those vested shares, 12,352 were surrendered to cover tax withholding, leaving a net issuance of 29,304 shares to Hamm. On the same date he received a new grant of 930,188 performance-based RSUs (no cash paid; $0 exercise price) under the company’s 2023 Equity Incentive Plan.

Key Details

• Transaction date: March 31, 2026; Form 4 filed April 2, 2026 (timely).
• Vested shares converted: 41,656 shares (41,656 recorded as acquired via conversion); 12,352 shares disposed to cover taxes (routine withholding); net issued to insider: 29,304 shares.
• New grant: 930,188 performance-based RSUs granted 3/31/2026, vesting subject to performance: 310,061 on 3/31/2027; 310,063 on 3/31/2028; 310,064 on 3/31/2029.
• Transaction codes in filing: A = award/grant, M = exercise/conversion of derivative (RSUs), F = shares surrendered for tax withholding.
• Exercise/price: $0 per share (no cash outlay). Market value at vesting not stated in the filing.
• Shares owned after the transactions: not reported in the provided filing details.
• RSU terms: granted under the 2023 Equity Incentive Plan; RSUs do not expire and are canceled if not vested.

Context This filing reflects routine RSU vesting and a new performance-based RSU grant, not an open-market purchase or sale. The tax withholding (disposition) is standard practice and does not by itself indicate insider sentiment. The large 930k RSU grant is performance-contingent and will only convert to shares if company objectives are met on future vesting dates.