Absci (ABSI) CEO McClain exercises options and withholds shares for taxes

Rhea-AI Filing Summary

Absci Corp director and CEO Sean McClain exercised stock options and had shares withheld for taxes. On February 23, 2026, he exercised options to purchase 396,399 shares of common stock at an exercise price of $1.21 per share before their March 3, 2026 expiration.

To cover the option exercise price and applicable tax withholding obligations, 267,008 shares of common stock were disposed of through share withholding, rather than an open-market sale, at $2.65 per share. After these transactions, McClain directly owned 8,463,958 shares of Absci common 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

OMB Number:			3235-0287
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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)
02/23/2026

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

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	02/23/2026		M(1)		396,399	A	$1.21	8,730,966	D
Common Stock	02/23/2026		F(1)		267,008	D	$2.65	8,463,958	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)	$1.21	02/23/2026		M(1)			396,399	(1)	03/03/2026(1)	Common Stock	396,399	$0	0	D

Explanation of Responses:

1. On February 23, 2026, the Reporting Person exercised options to purchase 396,399 shares of the Issuer's Common Stock at an exercise price of $1.21 per share prior to their March 3, 2026 expiration. Shares were withheld to cover the exercise price and applicable tax withholding obligations.

Remarks:

	/s/ Shelby Walker, attorney-in-fact	02/25/2026
	** 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.

FAQ

What insider transactions did Absci (ABSI) CEO Sean McClain report?

Sean McClain reported exercising stock options for 396,399 Absci shares and a related tax-withholding share disposition of 267,008 shares. Both transactions occurred on February 23, 2026, and were directly held, reflecting an option exercise rather than an open-market purchase or sale.

How many Absci (ABSI) shares did Sean McClain acquire through option exercise?

Sean McClain acquired 396,399 Absci common shares by exercising stock options at an exercise price of $1.21 per share. The options were exercised on February 23, 2026, before their March 3, 2026 expiration, increasing his direct common stock holdings before tax withholding.

What was the nature of the 267,008-share disposition by Absci (ABSI) CEO McClain?

The 267,008 Absci shares were disposed of to satisfy the option exercise price and tax withholding obligations. This was reported under transaction code “F,” indicating payment of exercise price or tax liabilities by delivering securities, not an ordinary open-market sale transaction.

At what prices were Sean McClain’s Absci (ABSI) Form 4 transactions recorded?

The stock options were exercised at an exercise price of $1.21 per Absci share. The related tax-withholding disposition of 267,008 common shares was recorded at $2.65 per share, according to the Form 4 transaction data for February 23, 2026.

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

Following the February 23, 2026 transactions, Sean McClain directly owned 8,463,958 shares of Absci common stock. This balance reflects the option exercise of 396,399 shares and the withholding of 267,008 shares for exercise price and tax obligations.

Were Sean McClain’s Absci (ABSI) transactions open-market buys or sells?

The reported transactions were an option exercise and tax-withholding disposition, not open-market trades. Code “M” reflects exercising derivative securities into common stock, while code “F” reflects delivering shares to pay the exercise price or tax liabilities associated with that exercise.