Bharucha David 4

4 · Milestone Pharmaceuticals Inc. · Filed Jan 28, 2026

AI-generated summary of this filing

Updated Jan 29, 2026

Milestone (MIST) CMO David Bharucha Sells Shares, Receives Award

What Happened

David Bharucha, Chief Medical Officer of Milestone Pharmaceuticals (MIST), received a 100,000-share performance stock unit (PSU) award that vested on 2025-12-12 and converted/was exercised into shares; he sold a total of 70,252 shares in two sell transactions for aggregate cash proceeds of $158,209.
- 100,000 PSUs vested/awarded (12/12/2025).
- Sold 58,007 shares on 12/15/2025 at a weighted-average price of $2.32 for proceeds of $134,576.
- Converted/exercised 20,100 derivative shares on 01/26/2026 and sold 12,245 shares that day at $1.93 for proceeds of $23,633.
These disposals appear to be routine sell-to-cover transactions to satisfy tax withholding arising from vesting/conversion rather than outright market-driven divestitures.

Key Details

Transaction dates & prices:
- 2025-12-12: 100,000 PSU award vested (per F1–F2).
- 2025-12-15: Sold 58,007 shares @ weighted avg $2.32 (proceeds $134,576; F3, F4).
- 2026-01-26: Exercised/converted 20,100 derivative shares (M) and sold 12,245 of them @ $1.93 (proceeds $23,633).
Total reported sale proceeds: $158,209.
Shares owned after transaction: not specified in the provided filing.
Notable footnotes:
- F1–F2: The 100,000 award was a PSU (each PSU = right to one share) that vested upon Certification of FDA NDA approval for Cardamyst (etripamil).
- F3: Sales were sell-to-cover to satisfy income tax liabilities from vesting (i.e., tax withholding).
- F4: The $2.32 price is a weighted average across multiple sales.
- F6–F7: Vesting schedules apply to other equity awards (option and RSU vesting timelines noted in filing).
Filing timeliness: The Form 4 was filed 2026-01-28; the December 2025 transactions appear to have been reported late, while the 01/26/2026 transactions were filed within the typical 2-business-day window.

Context

PSUs/RSUs convert into common shares when vested or upon satisfying performance conditions; these conversions commonly trigger tax withholding, which is often handled via sell-to-cover (as here), so such sales are not necessarily an expression of negative sentiment.
The 01/26/2026 entries labeled as exercise/conversion (M) indicate conversion of derivative awards into common shares; some of those shares were sold immediately to cover taxes/obligations.

Form 4

Period: 2025-12-12

Chief Medical Officer

Transactions

Award
Common Shares
[F1][F2]
2025-12-12+100,000→ 163,333 total
Sale
Common Shares
[F3][F4]
2025-12-15$2.32/sh−58,007$134,576→ 105,326 total
Exercise/Conversion
Common Shares
[F5]
2026-01-26+20,100→ 125,426 total
Sale
Common Shares
[F3][F4]
2026-01-26$1.93/sh−12,245$23,633→ 113,181 total
Award
Employee Stock Option (right to buy)
[F6]
2025-12-12+100,000→ 100,000 total
Exercise: $1.74Exp: 2034-05-06→ Common Shares (100,000 underlying)
Exercise/Conversion
Restricted Stock Units
[F5][F7]
2026-01-26−20,100→ 60,300 total
→ Common Shares (20,100 underlying)

Footnotes (7)

[F1]Represents a performance stock unit ("PSU") award that vested upon the certification by the Compensation Committee of the Board of Directors of the Issuer that the U.S. Food and Drug Administration has provided a New Drug Application Approval Letter granting approval of Cardamyst (etripamil).
[F2]Each PSU represents a contingent right to receive one common share.
[F3]Represents shares sold pursuant to a sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of PSUs or restricted stock unit ("RSU") awards only, respectively.
[F4]The price reported is a weighted average price. These shares were sold in multiple transactions. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
[F5]Each RSU represents a contingent right to receive one common share.
[F6]50% of the option will vest on June 12, 2026 and 50% will vest on December 12, 2026, subject to the Reporting Person continuing to provide service through each such date.
[F7]One-fourth (1/4th) of the shares subject to the RSU award vested or will vest on each of January 26, 2026, January 26, 2027, January 26, 2028 and January 26, 2029, subject to the Reporting Person continuing to provide service through each such date.

Signature

/s/ Joseph Oliveto, Attorney-in-Fact|2026-01-28

1 file