Muller Lorenz 4

What happened

• Muller Lorenz, Chief Commercial Officer of Milestone Pharmaceuticals (MIST), reported equity activity tied to compensation awards and routine tax-withholding sales. The filing shows a 100,000-share award (PSUs) granted on 2025-12-12, sell-to-cover sales of 53,566 shares on 2025-12-15 for $124,273 (weighted avg $2.32), conversion/exercise of 20,100 derivative shares on 2026-01-26, and an additional sale of 11,180 shares on 2026-01-26 for $21,577 (avg $1.93). Total reported cash proceeds from sales: $145,850 across 64,746 shares.
• The awards and derivative entries include $0.00 prices where shares were issued/vested or converted (i.e., no cash purchase). The sales appear to be largely sell-to-cover transactions to satisfy tax liabilities related to awards.

Key details

• Transaction dates & prices:
  • 2025-12-12: PSU award — 100,000 shares granted (PSUs; $0.00, award).
  • 2025-12-15: Open-market sales — 53,566 shares at weighted avg $2.32; proceeds $124,273 (sell-to-cover per footnote).
  • 2026-01-26: Exercise/conversion — 20,100 shares (derivative conversion/vesting; $0.00).
  • 2026-01-26: Open-market sales — 11,180 shares at $1.93; proceeds $21,577.
  • Total sold: 64,746 shares for ~$145,850.
• Shares owned after transaction: not specified in the provided summary of the filing (the Form 4 itself typically lists this; I can retrieve it if you want).
• Notable footnotes:
  • F1–F2: 100,000 PSUs awarded; PSUs convert to common shares upon vesting, and these PSUs vested upon certification of FDA approval of Cardamyst (etripamil).
  • F3: The Dec 15 sales were sell-to-cover to satisfy income tax liabilities from vested PSUs/RSUs (routine).
  • F4: The $2.32 price is a weighted average across multiple trades.
  • F6–F7: Additional vesting schedules noted for options/RSUs (e.g., staged vesting in 2026–2029 and mid-2026 for options).
• Filing/timeliness: Form filed 2026-01-28 covering transactions dated 2025-12-12 through 2026-01-26. Several transactions (e.g., Dec 12 and Dec 15) were reported weeks after the 2-business-day deadline typically required for Form 4s.

Context

• These transactions are primarily compensation-related (PSU/RSU vesting and routine sell-to-cover for taxes). $0.00 reporting for derivatives indicates shares were issued or vested rather than purchased with cash. When insiders sell shares to cover taxes, it is generally considered routine and not a directional “bet” on the stock.
• Purchases (which can signal bullish insider conviction) were not reported here; the activity reflects award vesting/conversion and ensuing tax-related sales.
• If you want, I can fetch the full Form 4 text to show the post-transaction holdings and exact footnote wording.