Absci CEO has shares withheld for RSU taxes

Absci Corp Chief Executive Officer Sean McClain reported a tax-related share disposition tied to restricted stock vesting.

Rhea-AI Filing Summary

Absci Corp Chief Executive Officer Sean McClain reported a tax-related share disposition tied to restricted stock vesting. On this Form 4, 59,896 shares of common stock were withheld by the company at $10.075 per share to cover tax obligations arising from the vesting of 150,000 performance-based RSUs triggered by a $10.00 stock price condition. After this non-discretionary withholding, McClain directly holds 8,655,555 shares of Absci common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 59,896 shares

Exercise Price or Tax Liability 1 txn

Insider McClain Sean

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	59,896	$10.075	$603K

Holdings After Transaction: Common Stock — 8,655,555 shares (Direct)

Footnotes (1)

1. F1. Amount reported represents the number of shares withheld by the Issuer to cover the tax withholding obligation in connection with the vesting of 150,000 performance-based RSUs upon achievement of a closing stock price equal to or exceeding $10.00 per share, as previously reported in the Reporting Person's Form 4 filed on March 21, 2024, and does not represent a discretionary trade by the Reporting Person.

Key Figures

Tax-withholding shares: 59,896 shares Withholding price: $10.075 per share Performance-based RSUs vested: 150,000 RSUs +2 more

5 metrics

Tax-withholding shares 59,896 shares Shares withheld to cover tax obligation on RSU vesting

Withholding price $10.075 per share Price per share for tax-withholding disposition

Performance-based RSUs vested 150,000 RSUs Vesting upon stock price reaching $10.00 per share

Post-transaction holdings 8,655,555 shares Common shares directly owned after tax withholding

Price hurdle for vesting $10.00 per share Closing stock price condition for performance-based RSUs

Key Terms

performance-based RSUs, tax withholding obligation, vesting, non-discretionary trade

4 terms

performance-based RSUs financial

"vesting of 150,000 performance-based RSUs upon achievement of a closing stock price"

Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.

tax withholding obligation financial

"shares withheld by the Issuer to cover the tax withholding obligation in connection with the vesting"

vesting financial

"in connection with the vesting of 150,000 performance-based RSUs upon achievement"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

non-discretionary trade financial

"and does not represent a discretionary trade by the Reporting Person"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Sean McClain reported a tax-withholding disposition of 59,896 Absci shares. These shares were withheld by the company to satisfy tax obligations from vesting restricted stock units, rather than being sold in an open-market transaction.

Why were 59,896 Absci (ABSI) shares withheld from CEO Sean McClain?

The 59,896 shares were withheld to cover McClain’s tax withholding obligation. The taxes arose when 150,000 performance-based RSUs vested after Absci’s closing stock price reached at least $10.00 per share, as described in the Form 4 footnote.

Does Sean McClain’s Form 4 show an open-market sale of Absci (ABSI) stock?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were delivered back to Absci to cover tax liabilities related to RSU vesting, and the footnote notes this was not a discretionary trade.

How many Absci (ABSI) shares does CEO Sean McClain own after the reported transaction?

Following the tax-withholding disposition, McClain directly owns 8,655,555 Absci common shares. This figure reflects his holdings after 59,896 shares were withheld to satisfy taxes tied to vested performance-based restricted stock units.

What performance condition triggered the vesting of Sean McClain’s Absci (ABSI) RSUs?

The 150,000 performance-based RSUs vested when Absci’s closing stock price reached or exceeded $10.00 per share. This stock price hurdle was previously disclosed and, once met, caused the RSUs to vest and generate the related tax obligation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2026 - 04:21 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 WASHINGTON 98683

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2026

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

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

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

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	06/24/2026		F		59,896(1)	D	$10.075	8,655,555	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 150,000 performance-based RSUs upon achievement of a closing stock price equal to or exceeding $10.00 per share, as previously reported in the Reporting Person's Form 4 filed on March 21, 2024, and does not represent a discretionary trade by the Reporting Person.

Remarks:

	/s/ Shelby Walker, attorney-in-fact	06/26/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)