Was the 48,985-share ACTG disposition by Jason Soncini an open-market sale?

No, the 48,985-share disposition was for tax withholding, not an open-market sale. The shares were withheld to satisfy tax obligations from the vesting of 121,550 restricted shares on June 7, 2026, a routine administrative step tied to equity compensation.

Acacia Research (NASDAQ: ACTG) counsel logs stock grant and tax withholding move

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Acacia Research Corp General Counsel Jason W. Soncini reported equity compensation activity involving ACTG common stock. On June 5, 2026, he acquired 93,049 shares at $0.00 per share as a grant or award, increasing his direct holdings at that time to 284,600 shares.

On June 8, 2026, 48,985 shares were disposed of at $4.62 per share to satisfy tax withholding obligations related to equity vesting, a non‑market tax-withholding disposition rather than an open-market sale. After these transactions, he directly owned 235,615 ACTG shares.

Footnotes explain that these awards trace back to performance-based restricted stock units granted on June 7, 2023, tied to the company’s compound annual growth rate of adjusted book value per share. On June 5, 2026, the Compensation Committee certified the number of units earned based on achievement of this performance goal, with 121,550 restricted shares vesting on June 7, 2026.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Soncini Jason W.

Role General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	ACTG Common Stock	48,985	$4.62	$226K
Grant/Award	ACTG Common Stock	93,049	$0.00	--

Holdings After Transaction: ACTG Common Stock — 235,615 shares (Direct, null)

Footnotes (1)

On June 7, 2023, the Reporting Person was granted a target number of restricted stock units subject to performance-based vesting requirements (PSUs) pursuant to the 2016 Acacia Research Corporation Stock Incentive Plan. The PSUs were scheduled to be earned based upon continued employment and the level of achievement of the Companys compound annual growth rate of its adjusted book value per share (the Performance Goal). On June 5, 2026, the Compensation Committee of the Board of Directors of the Company certified the number of restricted stock units earned based on achievement of the Performance Goal. Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 121,550 shares of restricted stock on June 7, 2026.

Key Figures

Equity grant: 93,049 shares Tax withholding shares: 48,985 shares Tax withholding price: $4.62 per share +3 more

6 metrics

Equity grant 93,049 shares Grant/award acquisition of ACTG common stock on June 5, 2026

Tax withholding shares 48,985 shares Shares withheld for tax obligations on June 8, 2026

Tax withholding price $4.62 per share Price for 48,985-share tax-withholding disposition

Shares after transactions 235,615 shares ACTG common shares directly owned following June 8, 2026 transaction

Shares after grant 284,600 shares Direct holdings after 93,049-share grant on June 5, 2026

Restricted shares vested 121,550 shares Restricted stock vesting on June 7, 2026, tied to PSUs

Key Terms

restricted stock units, performance-based vesting requirements, compound annual growth rate, adjusted book value per share, +1 more

5 terms

restricted stock units financial

"the Reporting Person was granted a target number of restricted stock units subject to performance-based vesting requirements"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based vesting requirements financial

"restricted stock units subject to performance-based vesting requirements (PSUs) pursuant to the 2016 Acacia Research Corporation Stock Incentive Plan"

compound annual growth rate financial

"achievement of the Companys compound annual growth rate of its adjusted book value per share"

The compound annual growth rate (CAGR) shows how much an investment or value has grown, on average, each year over a specific period. It considers the effect of growth that compounds or builds upon itself, similar to how interest accumulates in a savings account. Investors use CAGR to compare different investments’ long-term performance and to understand how steady or consistent their growth has been over time.

tax withholding obligations financial

"shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 121,550 shares"

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Form 4 Insider Transactions: What Each Field Means →

06/09/2026 - 04:42 PM

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^*

Soncini Jason W.

(Last)

(First)

(Middle)

777 THIRD AVENUE

SUITE 2602

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ACACIA RESEARCH CORP [ ACTG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
ACTG Common Stock	06/05/2026		A		93,049⁽¹⁾	A	$0	284,600	D
ACTG Common Stock	06/08/2026		F		48,985⁽²⁾	D	$4.62	235,615	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On June 7, 2023, the Reporting Person was granted a target number of restricted stock units subject to performance-based vesting requirements (PSUs) pursuant to the 2016 Acacia Research Corporation Stock Incentive Plan. The PSUs were scheduled to be earned based upon continued employment and the level of achievement of the Companys compound annual growth rate of its adjusted book value per share (the Performance Goal). On June 5, 2026, the Compensation Committee of the Board of Directors of the Company certified the number of restricted stock units earned based on achievement of the Performance Goal.

2. Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 121,550 shares of restricted stock on June 7, 2026.

Remarks:

	Jennifer Graff, Attorney-in-fact	06/09/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ACTG General Counsel Jason Soncini report?

Jason Soncini reported a grant of 93,049 ACTG common shares on June 5, 2026, followed by a disposition of 48,985 shares on June 8, 2026. The disposition covered tax withholding obligations tied to vesting restricted stock, rather than being an open-market sale.

How many ACTG shares does Jason Soncini hold after these Form 4 transactions?

After the reported transactions, Jason Soncini directly owns 235,615 shares of ACTG common stock. This reflects the net effect of a 93,049-share equity grant and 48,985 shares withheld to satisfy tax obligations associated with restricted stock vesting on June 7, 2026.

What performance conditions were tied to Jason Soncini’s ACTG equity awards?

The awards were performance-based restricted stock units granted June 7, 2023, under Acacia’s 2016 Stock Incentive Plan. They depended on continued employment and achieving a compound annual growth rate in adjusted book value per share, later certified by the Compensation Committee on June 5, 2026.

How many ACTG restricted shares vested for Jason Soncini in June 2026?

A total of 121,550 restricted shares vested for Jason Soncini on June 7, 2026. To cover related tax withholding obligations, 48,985 of these shares were withheld, as reflected in the Form 4 transaction coded as a tax-withholding disposition.