Bharucha David 4

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.