Chang Mike F 4

What Happened

• Mike F. Chang (reported as a 10% owner) was granted two awards of 22,500 shares each (total 45,000) on March 16, 2026 (reported as "A" — grant/acquisition). At the same time, 27,813 shares were disposed/withheld to satisfy tax withholding obligations (17,984 shares and 9,829 shares) at $21.43 per share, totaling $596,032 ($385,397 + $210,635). The grants are equity awards (RSUs/PSUs), not open-market purchases or option exercises.

Key Details

• Transaction date: March 16, 2026; Form 4 filed March 18, 2026 (timely).
• Grant entries: two RSU/award entries of 22,500 shares each (acquired at $0.00).
• Withholding (disposals): 17,984 shares @ $21.43 = $385,397 and 9,829 shares @ $21.43 = $210,635 (total withheld ≈ $596,032).
• Shares owned after the transactions: not specified in the filing.
• Footnote highlights:
  • F1: RSUs vest in equal annual installments over four years beginning March 16, 2026, subject to continued service.
  • F4: Filing references an aggregate of 67,500 shares subject to RSUs from prior grants; excludes 22,500 unvested PSU from March 16, 2026 that vest based on performance.
  • F2/F3/F7: Additional unvested MSU/PSU awards from prior grants are noted and subject to service/performance vesting conditions.
  • F5/F6: The reported disposals represent shares withheld to satisfy tax withholding on vesting of RSUs/PSUs.
• Filing timeliness: filed within normal SEC reporting window (appears timely).

Context

• This was primarily an equity compensation event: Chang received RSU/PSU awards (acquisition) and the company withheld shares to cover tax obligations (disposal). Withholding of shares to pay taxes is routine and does not necessarily indicate a voluntary sale or change in investment intent.
• As a 10% owner, Chang is a significant shareholder; these entries reflect compensation and related tax withholding rather than open-market buying or selling for investment purposes.