Nelson Jeffrey Edward 4
4 · Milestone Pharmaceuticals Inc. · Filed Jan 28, 2026
Research Summary
AI-generated summary of this filing
Milestone (MIST) COO Jeffrey Nelson Sells 70,252 Shares
What Happened
Jeffrey E. Nelson, Chief Operating Officer of Milestone Pharmaceuticals (MIST), reported multiple transactions: he sold 58,007 shares on 2025-12-15 for a weighted average price of $2.32 ($134,576) and sold 12,245 shares on 2026-01-26 for a weighted average price of $1.93 ($23,633), totaling 70,252 shares and roughly $158,209 in proceeds. The filing also reports awards and derivative activity: a 100,000-share award granted on 2025-12-12 that vested upon FDA approval of Cardamyst (etripamil) (PSUs), and a 20,100-share exercise/conversion of derivatives on 2026-01-26. Several of the transactions (awards/derivative conversions) show $0 as the exercise/acquisition price (derivative awards).
Key Details
- Transaction dates and prices:
- 2025-12-12: Grant/award of 100,000 PSUs (vested upon FDA approval) (F1, F2).
- 2025-12-15: Open-market sale of 58,007 shares @ $2.32 (proceeds $134,576).
- 2026-01-26: Exercise/conversion of derivative acquiring 20,100 shares (M, $0 shown).
- 2026-01-26: Open-market sale of 12,245 shares @ $1.93 (proceeds $23,633).
- Total shares sold: 70,252; total proceeds reported ≈ $158,209.
- Some shares sold were under a sell-to-cover arrangement to satisfy tax withholding on vested PSUs/RSUs (F3).
- Price(s) reported are weighted averages across multiple trades (F4).
- Footnotes: F1–F7 describe PSU/RSU mechanics, vesting schedules, and option vesting timing; see filing for details.
- Filing timeliness: This Form 4 was filed 2026-01-28 and includes transactions dating back to 2025-12-12 — the filing is marked late (L).
Context
- The 100,000 PSU award granted 12/12/2025 vested upon certification tied to FDA approval of Cardamyst (etripamil); each PSU converts to one share if earned (F1–F2).
- The 1/26/2026 “exercise/conversion” (M) of 20,100 shares and subsequent sale of a portion (12,245) is consistent with converting vested derivative awards and selling shares to cover taxes or take proceeds. Several derivative items show $0 exercise price in the filing, indicating award conversions rather than cash purchases.
- These transactions combine award vesting, derivative conversion, and sell-to-cover sales for tax obligations. Such activity is administrative/compensation-related rather than a simple open-market buy signal; do not infer motive beyond the filing facts.
Insider Transaction Report
Form 4
Nelson Jeffrey Edward
Chief Operating Officer
Transactions
- Award
Common Shares
[F1][F2]2025-12-12+100,000→ 100,000 total - Sale
Common Shares
[F3][F4]2025-12-15$2.32/sh−58,007$134,576→ 41,993 total - Exercise/Conversion
Common Shares
[F5]2026-01-26+20,100→ 62,093 total - Sale
Common Shares
[F3][F4]2026-01-26$1.93/sh−12,245$23,633→ 49,848 total - Award
Employee Stock Option (right to buy)
[F6]2025-12-12+100,000→ 100,000 totalExercise: $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