McClain Sean 4/A

What Happened

• Sean McClain, CEO of Absci Corporation (ABSI), received equity awards on 2026-03-02: 406,200 restricted stock units (RSUs) and a derivative award covering 1,603,200 shares (stock option grant). Both grants are shown at $0.00 per share (award grants).
• On 2026-03-03, 25,316 shares were disposed (withheld) at $2.80 per share to cover tax withholding, totaling $70,885. The filing notes the withholding was done by the issuer to cover taxes and was not a discretionary sale by McClain.
• The Form 4 was amended (filed 2026-03-16) to correct the option expiration date to March 1, 2036; the amendment says the original Form 4 was filed on March 4, 2026. The transaction was reported as exempt under Rule 16b-3.

Key Details

• Transaction dates and prices:
  • 2026-03-02: Grant of 406,200 RSUs @ $0.00 (award)
  • 2026-03-02: Grant of option/derivative covering 1,603,200 shares @ $0.00 (award)
  • 2026-03-03: 25,316 shares withheld @ $2.80 for tax withholding — $70,885 total
• Vesting / exercise notes:
  • RSUs: vest in three substantially equal annual installments, first vesting on March 1, 2027 (footnote F1).
  • Option: vests over three years in substantially equal annual installments, first vesting on March 1, 2027; corrected expiration date is March 1, 2036 (footnote F3).
• Withholding: The 25,316-share disposition was a company withholding to satisfy taxes on vested awards, not a discretionary sale by the insider (footnote F2).
• Shares owned after transaction: not specified in the provided excerpt.
• Filing timing: Original Form 4 was filed March 4, 2026; this is an amended Form 4 filed March 16, 2026 to correct the option expiration date.

Context

• These transactions are compensation-related awards (RSUs and an option grant), not open-market purchases or strategic sales. Awards are common executive compensation and do not by themselves indicate a buy/sell signal.
• The tax-withholding was executed by the company (typical in RSU vesting situations) and should not be interpreted as an independent insider sale decision.
• For the option award: shares will only become exercisable as they vest per the stated schedule; expiration now set to March 1, 2036.