Absci (NASDAQ: ABSI) CEO granted 2M+ equity units and has shares withheld for taxes

Rhea-AI Filing Summary

Absci Corp CEO Sean McClain reported equity compensation grants and related tax withholding. On 2026-03-02, he received 406,200 shares of Common Stock as a restricted stock unit award and a stock option for 1,603,200 shares of Common Stock at an exercise price of $2.80 per share, both vesting in three substantially equal annual installments starting on March 1, 2027, subject to continued service. On 2026-03-03, 25,316 shares of Common Stock were withheld by Absci to cover tax obligations from RSU vesting, which the filing notes was not a discretionary trade. After these transactions, McClain directly held 8,715,451 shares of Common Stock.

Insights

Equity compensation & insider-transactions analyst

Routine equity awards and tax withholding with no discretionary trading signal.

The filing shows Sean McClain receiving time-vested equity: 406,200 restricted shares and options for 1,603,200 shares at $2.80. Both vest over three years starting on March 1, 2027, tying leadership incentives to longer-term company performance.

The only disposition is 25,316 shares withheld to satisfy tax obligations on RSU vesting, explicitly described as non-discretionary. Post-transaction holdings of 8,715,451 shares indicate a large continuing position. Overall, this looks like standard executive compensation rather than a directional bet on the stock.

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

OMB APPROVAL

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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)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/04/2026

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	03/02/2026		A		406,200(1)	A	$0	8,740,767	D
Common Stock	03/03/2026		F		25,316(2)	D	$2.8	8,715,451	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
Stock Option (right to buy)	$2.8	03/02/2026		A		1,603,200(3)		(3)	03/01/2036	Common Stock	1,603,200	$0	1,603,200	D

Explanation of Responses:

1. The shares reported in this transaction represent Restricted Stock Units ("RSUs") issued under the Absci Corporation 2021 Stock Option and Incentive Plan. The RSUs shall vest and be settled in three substantially equal annual installments with the first such annual installment vesting on March 1, 2027, subject to the Reporting Person's continuous service to the Issuer on each such date.

2. 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.

3. The shares subject to this option shall vest and become exercisable over a three year period, in substantially equal annual installments with the first such installment vesting on March 1, 2027, subject to the Reporting Person's continuous service to the Issuer on each such date.

Remarks:

This Form 4/A amends the Form 4 filed on March 4, 2026 to correct the expiration date of the option previously reported. The original filing inadvertently reported the expiration date as February 29, 2036. The expiration date is hereby corrected to reflect March 1, 2036. The reported transaction was exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934. The Form 4 is otherwise unchanged.

	/s/ Shelby Walker, attorney-in-fact	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Absci (ABSI) CEO Sean McClain report on this Form 4/A?

Sean McClain reported receiving 406,200 shares of Common Stock as a restricted stock unit grant and a stock option for 1,603,200 shares at $2.80, plus 25,316 shares withheld to cover tax obligations tied to RSU vesting.

Were Sean McClain’s Absci (ABSI) share dispositions discretionary trades?

The filing states the 25,316 shares of Common Stock were withheld by Absci to cover tax withholding obligations from RSU vesting and “do not represent a discretionary trade” by Sean McClain, indicating this was a mechanical tax payment, not an open-market sale decision.

What equity awards did Absci (ABSI) grant to CEO Sean McClain and how do they vest?

Sean McClain received 406,200 restricted shares and a stock option for 1,603,200 shares at $2.80. Both awards vest in three substantially equal annual installments starting March 1, 2027, contingent on his continuous service with Absci on each vesting date.

How many Absci (ABSI) shares does CEO Sean McClain hold after these transactions?

After the reported grant, option award, and tax withholding, Sean McClain directly holds 8,715,451 shares of Absci Common Stock, according to the Form 4/A, reflecting a substantial ongoing ownership stake in the company’s equity.

What is the significance of the $2.80 exercise price on Sean McClain’s Absci (ABSI) stock options?

The stock option gives Sean McClain the right to buy 1,603,200 shares at $2.80 per share. He benefits if Absci’s market price exceeds $2.80 after vesting, aligning his potential upside with future share price performance.