Newcomer Mark 4/A

What Happened

• Mark Newcomer, a 10% owner of Paysign, was granted 400,000 performance-based restricted shares on 2025-11-13 (award code A) at no cost. The performance goal was deemed satisfied on 2025-11-13 based on an earnings target, triggering the award.
• On 2026-05-20 the issuer withheld 78,701 of those shares to satisfy tax withholding obligations (disposition code F) at an implied value of $6.15 per share, totaling about $484,011.

Key Details

• Transaction dates and prices:
  • 2025-11-13: Award of 400,000 shares @ $0.00 (performance-based restricted stock).
  • 2026-05-20: 78,701 shares withheld @ $6.15 to satisfy tax liability (≈ $484,011).
• Vesting: Award vests and will be delivered 1/3 on each of May 20, 2026; May 28, 2027; and May 22, 2028, subject to continued service (per footnote).
• Shares owned after transaction: Not disclosed in this Form 4 filing.
• Footnotes: F1 explains the performance-based grant and vesting schedule; F2 confirms shares were withheld by the issuer to cover tax withholding.
• Filing status: This is an amended Form 4 filed 2026-06-18. The withholding event on 2026-05-20 appears to have been reported after the required 2-business-day window (late filing/amendment).

Context

• This was a performance-based restricted stock award, not an open-market purchase or directional sale. The subsequent share transfer was a routine issuer withholding to cover tax obligations and does not necessarily indicate the insider's market view.
• As a 10% owner (not identified here as an executive role), Newcomer's activity reflects equity compensation mechanics; investors typically treat awards and withholding as administrative rather than direct bullish/bearish signals.