Egan Dwight H 4

What Happened

• Dwight H. Egan, Chief Executive Officer of Co-Diagnostics, converted 4,584 restricted stock units into common shares (reported as an acquisition/conversion) and, concurrently, 1,633 of those shares were surrendered to the issuer at $5.07 each to cover tax withholding, producing $8,279 in proceeds. The conversion/exercise of the derivative (RSUs) was reported at $0 per share.

Key Details

• Transaction date: May 23, 2026. Filing date: May 27, 2026.
• Conversion: 4,584 shares acquired (derivative conversion/exercise) at $0.00.
• Sale to issuer (sell-to-cover): 1,633 shares disposed at $5.07, proceeds $8,279.
• Net shares retained from this vesting event: 4,584 − 1,633 = 2,951 shares (filing does not state Egan’s total post-transaction holdings).
• Footnote F1: These shares are part of RSU awards granted in 2023, 2024 and 2025 under the 2015 Long Term Incentive Plan with scheduled vesting installments.
• Footnote F2: The 1,633-share disposition was a mandatory "sell-to-cover" to satisfy tax withholding required by the issuer’s equity plan—not an open-market, discretionary sale by the insider.
• Timeliness: The Form 4 was filed May 27 for trades dated May 23. Form 4s are generally due within two business days of the transaction; this filing appears to be filed after that window.

Context

• This was a routine tax-withholding sale tied to RSU vesting (a common administrative action). It is not the same as an intentional, discretionary sale of existing holdings and therefore is a weaker signal about the CEO’s view of the stock. The filing shows conversion of RSUs and a cashless-style sell-to-cover rather than a market sell by choice.