Absci (ABSI) CEO has 26,761 shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Absci Corp Chief Executive Officer Sean McClain reported a tax-related share disposition connected to vesting restricted stock units. The company withheld 26,761 shares of common stock at a price of $2.99 per share to satisfy withholding obligations, and McClain held 8,334,567 shares directly afterward. The filing specifies this was a tax-withholding event, not a discretionary trade.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McClain Sean

(Last) (First) (Middle)

C/O ABSCI CORPORATION

18105 SE MILL PLAIN BLVD

(Street)

VANCOUVER WA 98683

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Absci Corp [ ABSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/02/2026		F		26,761(1)	D	$2.99	8,334,567	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Amount reported represents the number of shares withheld by the Issuer to cover the tax withholding obligation in connection with the vesting of these restricted stock units and does not represent a discretionary trade by the reporting person.

Remarks:

This Form 4/A amends the Form 4 filed on February 4, 2026 to correct the transaction code reported for the disposition of shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units. The original filing incorrectly reported the transaction using code "S." The transaction is hereby corrected to reflect code "F," as the shares were withheld by the Issuer to satisfy tax withholding obligations and are exempt pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934. The Form 4 is otherwise unchanged.

	/s/ Shelby Walker, attorney-in-fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Absci Corp (ABSI) report in this Form 4/A?

Absci Corp reported that CEO Sean McClain had 26,761 common shares withheld to cover taxes on vesting restricted stock units. This was a tax-withholding disposition, not an open-market trade or discretionary sale by the executive.

Was the Absci (ABSI) CEO’s Form 4/A transaction a discretionary stock sale?

No, the filing states the 26,761 shares were withheld by Absci to cover tax obligations on vesting restricted stock units. The footnote clarifies this was not a discretionary trade by CEO Sean McClain in the open market.

How many Absci (ABSI) shares were involved in the CEO’s tax-withholding disposition?

The transaction involved 26,761 shares of Absci common stock, withheld at $2.99 per share. These shares were retained by the company to satisfy the tax withholding requirement triggered by the vesting of restricted stock units.

How many Absci (ABSI) shares does CEO Sean McClain hold after this Form 4/A event?

After the tax-withholding disposition, CEO Sean McClain directly beneficially owned 8,334,567 shares of Absci common stock. This figure reflects his holdings following the withholding of 26,761 shares for tax purposes on vested restricted stock units.

What does transaction code "F" mean in the Absci (ABSI) CEO’s Form 4/A?

Transaction code “F” indicates payment of an exercise price or tax liability by delivering securities. In this case, 26,761 Absci shares were withheld to satisfy tax withholding on vested restricted stock units, rather than being sold in the market.

Did the Absci (ABSI) CEO buy or sell shares in the market in this filing?

The CEO did not buy or sell shares in the open market. Instead, 26,761 shares were withheld by Absci to cover tax withholding on vesting restricted stock units, as described in the filing’s explanatory footnote.