Pence John F 4

What Happened

• John F. Pence, Chief Financial Officer of Asure Software (ASUR), exercised stock options on May 11, 2026. He acquired 60,000 common shares at an exercise price of $7.86 per share (total cost $471,600).
• To satisfy the exercise price and related tax withholding, 55,645 shares were surrendered/withheld (reported as disposed) valued at $8.88 per share for a total of $494,128 (footnote indicates these shares represent payment of exercise price and tax liability).
• The filing also shows the conversion/disposition of the underlying derivative (60,000 option units reported as disposed at $0.00), consistent with exercising options into underlying shares.

Key Details

• Transaction date: May 11, 2026; filing date: May 12, 2026 (appears timely).
• Option exercise: 60,000 shares acquired at $7.86 each = $471,600.
• Tax/exercise withholding: 55,645 shares withheld/disposed at $8.88 each = $494,128 (reported under code F).
• Shares owned after transaction: Not specified in the Form 4 filing.
• Footnotes: F1 — withholding to cover exercise price and taxes for options granted May 13, 2021; F2 — those options had a 3-year vesting schedule (1/3 at year one, remaining 2/3 monthly over next two years).
• Transaction codes: M = exercise/conversion of derivative (options); F = shares withheld for tax/exercise payment.

Context

• This is a common (cashless) option exercise where most of the newly acquired shares were withheld to cover the exercise cost and withholding taxes — not an open-market sale of additional shares.
• Such transactions reflect option exercise mechanics rather than an outright bullish or bearish signal; purchases (out-of-pocket buys) tend to be more indicative of strong insider conviction.
• No indication in the filing of a 10b5-1 plan, gift, or late filing.