NORWOOD RALPH M 4

What Happened
Ralph M. Norwood, a director of CPS Technologies Corp. (CPSH), exercised 20,000 stock options on 2026-05-11 at an exercise price of $1.55. The reported exercise/consideration is $31,100. To cover tax withholding, 7,199 shares were surrendered at $4.32 per share (value $31,100), resulting in a net increase of 12,801 shares retained by Norwood. This was effectively a cashless exercise (exercise + share withholding for taxes).

Key Details

• Transaction date: 2026-05-11; Form 4 filed 2026-05-12 (timely filing).
• Option exercise: 20,000 shares @ $1.55 (reported $31,100). Code M = exercise/conversion of a derivative.
• Tax withholding: 7,199 shares withheld @ $4.32 = $31,100. Code F = payment of exercise price or tax liability.
• Net shares retained: 12,801 (20,000 exercised − 7,199 withheld).
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Notes: The F-code line indicates shares were surrendered to satisfy tax withholding (common in cashless exercises). No 10% owner status or 10b5-1 plan is indicated in the provided details.

Context
This was an option exercise by a company director, not an open-market buy or sale. Because shares were withheld to cover taxes, the transaction is a cashless exercise rather than a separate sale; it increases the insider’s net shareholding by the net amount listed. As always, insider exercises are factual events and do not by themselves prove future company performance.