Paysign (PAYS) CINO Michael Ngo Receives Award; Withholds Shares for Taxes

What Happened Michael C. Ngo, Chief Innovation Officer of Paysign, was granted restricted common stock as part of an asset purchase consideration on March 19, 2025. The Form 4 reports two awards: 2,500,000 shares and 500,000 shares (both reported at $0.00). On March 31, 2026, 38,664 shares were disposed (reported as tax withholding) at $5.90 per share, generating approximately $228,118 to satisfy withholding obligations.

Key Details

• Transaction types: A = Award/Grant (3,000,000 shares granted on 2025-03-19 at $0.00); F = Shares withheld for tax withholding (38,664 shares disposed on 2026-03-31 at $5.90).
• Reported cash value for the withholding disposition: 38,664 × $5.90 ≈ $228,118.
• Vesting: The larger award (2,500,000) vests 1/5 on March 31, 2025 and each anniversary thereafter; the 500,000-share award vests 1/5 on March 31, 2026 and each anniversary thereafter (vesting is subject to continued service).
• Issuer note: Awards were issued as consideration under an Asset Purchase Agreement dated March 19, 2025; the reporting person is the sole owner of the seller entity (Gamma Innovation LLC).
• Shares owned after the transactions are not specified in the Form 4.
• Filing timeliness: The Form 4 was filed on Sept 8, 2026 for transactions beginning March 19, 2025 (late filing), which reduces the immediacy of the disclosure.

Context

• The awards are restricted stock tied to an asset purchase and multi-year vesting schedule, not open-market purchases. Such grants typically reflect deal consideration and service/vesting conditions rather than an immediate market bet by the insider.
• The March 31, 2026 disposition was a routine tax-withholding action (shares withheld/sold to cover taxes), not necessarily a voluntary sale for investment reasons.