Chi Lisa 4

What Happened

• Chi Lisa, President and Co‑Chief Creative and Merchandising Officer of RH (RH), had 6,000 restricted stock units (RSUs) vest on January 31, 2026 and those RSUs converted into 6,000 shares. Simultaneously, 6,000 shares were surrendered/withheld (reported as a disposition at $0.00), consistent with shares used to satisfy tax withholding obligations. Transactions are reported as derivative conversions/exercises (transaction code M).

Key Details

• Transaction date: January 31, 2026; Form 4 filed February 2, 2026 (filed timely).
• Acquired: 6,000 shares via conversion of RSUs (no per‑share exercise price reported).
• Disposed: 6,000 shares at $0.00 (withheld to cover taxes; recorded as derivative disposition).
• Footnotes: F1—each RSU represents a right to one share; F2—these 6,000 are the first tranche of a 20,000 RSU grant (granted May 30, 2025) that vests 6k on 1/31/26, 7k on 1/31/27, 7k on 1/31/28, subject to service.
• Shares owned after the transaction: not specified in the provided filing.

Context

• This was a routine vesting/conversion of RSUs rather than an open‑market purchase or sale. The simultaneous $0.00 disposition typically reflects shares withheld to satisfy tax withholding and does not indicate a market sale. Such award vestings are common compensation events and should be viewed differently from voluntary insider buys or sells.