Nelson Jeffrey Edward 4

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.