Bornstein Jeffrey S 4

What Happened
Director Jeffrey S. Bornstein had 30,815 restricted stock units (RSUs) settle on May 19, 2026. The RSUs were cash-settled at the closing price of $6.88 per share, producing $212,007.20 in gross proceeds. Of that amount, 12,326 RSU-equivalents were surrendered to the issuer for tax withholding (12,326 × $6.88 = $84,802.88), leaving a net cash payment of $127,204.32. Per the filing footnote, no shares were actually issued to Bornstein — this was a cash settlement of RSUs rather than an issuance or open-market sale.

Key Details

• Transaction date: May 19, 2026.
• Instruments and codes: Conversion/exercise of derivative/RSUs (code M) and disposition to issuer for withholding (code D).
• Share counts/prices: 30,815 RSUs settled at $6.88; 12,326 RSU-equivalents surrendered at $6.88 ($84,803 reported).
• Cash amounts: Gross settlement ≈ $212,007.20; tax withholding ≈ $84,802.88; net cash to filing person ≈ $127,204.32.
• Shares owned after transaction: The filing states no shares were issued to the reporting person (cash settlement), so this transaction did not increase his share ownership per footnote F2.
• Footnotes: F1 explains an RSU is a contingent right to one share; F2 clarifies these RSUs (granted 5/19/2025) were cash-settled at $6.88 on 5/19/2026 and no shares were issued or sold by the reporting person.
• Timeliness: Reported on 2026-05-19 (period and filing date same), indicating a timely filing.

Context
This was a routine RSU vesting and cash-settlement event with tax withholding, not an open-market sale by the director. For retail investors, cash-settled RSU events typically do not signal a buy or sell decision in the market since no shares changed hands; they reflect compensation vesting and standard withholding. Transaction codes here reflect conversion/settlement of RSU-derived rights (M) and surrender to issuer for withholding (D).