Pepmeier Todd Alan 4

What Happened
Todd Alan Pepmeier, Chief Financial Officer of Arrive AI (ARAI), had 35,488 restricted stock units (RSUs) vest on March 31, 2026. Of those vested shares, 11,641 were surrendered/withheld to cover taxes (reported as a disposition), and the remainder were issued to him; all shares were reported at $0 per share. On the same date he received a new grant of 792,452 performance-based RSUs that vest in three tranches subject to performance targets. All awards were issued under the company’s 2023 Equity Incentive Plan.

Key Details

• Transaction date: March 31, 2026. Report filed April 2, 2026 (timely).
• Price: $0.00 per share (RSUs and resulting shares are issued without cash exercise price).
• Vested/issued: 35,488 RSUs vested; 11,641 shares withheld for taxes (code F = tax withholding).
• New grant: 792,452 performance-based RSUs granted on March 31, 2026.
• Vesting schedule for performance RSUs: 264,150 shares vest on Mar 31, 2027; 264,150 on Mar 31, 2028; 264,152 on Mar 31, 2029, subject to company performance.
• Shares owned after transaction: Not disclosed in this Form 4.
• Footnotes: (F1–F4) confirm these were RSUs granted under the 2023 Equity Incentive Plan, detail gross vs. net vesting and tax-withholding, and note the performance RSUs do not expire but vest or are cancelled prior to vesting.

Context
This filing reflects standard equity compensation activity (vesting and grant), not an open-market buy or sale by the insider. The tax withholding (disposition) is a routine method to cover tax liabilities on vested RSUs and does not necessarily indicate a change in insider sentiment. The large new grant is performance-based and vests over three years only if specified company goals are met.