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Acacia Research (NASDAQ: ACTG) CEO granted 539K shares, withholds 287K for taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Acacia Research Corp Chief Executive Officer equity award and tax withholding are reported in this Form 4. On June 5, 2026, Martin D. McNulty Jr. acquired 539,160 shares of ACTG common stock at $0.00 per share as a grant or award, increasing his direct holdings to 705,563 shares.

The award relates 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 8, 2026, 287,133 shares were disposed of at $4.62 per share solely to satisfy tax withholding obligations for the vesting of 568,303 shares of restricted stock on June 7, 2026. After this tax-withholding disposition, the CEO directly holds 418,430 shares of ACTG common stock.

Positive

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Negative

  • None.
Insider McNulty Martin D. Jr.
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Price or Tax Liability ACTG Common Stock 287,133 $4.62 $1.33M
Grant/Award ACTG Common Stock 539,160 $0.00 $0.00
Holdings After Transaction: ACTG Common Stock — 418,430 shares (Direct)
Footnotes (2)
  1. F1. 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. F2. Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 568,303 shares of restricted stock on June 7, 2026.
Equity grant 539,160 shares ACTG common stock granted on June 5, 2026 at $0.00 per share
Tax-withholding shares 287,133 shares Shares withheld on June 8, 2026 to satisfy tax obligations
Tax-withholding price $4.62 per share Value used for 287,133-share tax-withholding disposition
Vesting-related restricted shares 568,303 shares Restricted stock vesting on June 7, 2026 triggering tax withholding
Post-transaction holdings 418,430 shares CEO’s direct ACTG common stock holdings after June 8, 2026 withholding
Post-grant holdings 705,563 shares Direct holdings after June 5, 2026 equity grant
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.
adjusted book value per share financial
"compound annual growth rate of its adjusted book value per share (the Performance Goal)"
tax withholding obligations financial
"Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 568,303 shares"
Stock Incentive Plan financial
"pursuant to the 2016 Acacia Research Corporation Stock Incentive Plan"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transactions did ACTG CEO Martin D. McNulty Jr. report?
Martin D. McNulty Jr. reported a grant of 539,160 ACTG common shares on June 5, 2026 and a tax-withholding disposition of 287,133 shares on June 8, 2026, both related to performance-based restricted stock vesting.

Was the June 8, 2026 ACTG insider transaction an open-market sale?
No. The June 8, 2026 transaction for 287,133 ACTG shares was a tax-withholding disposition, used to satisfy tax obligations from the vesting of 568,303 restricted shares, not an open-market discretionary sale of stock.

How many ACTG shares did the CEO receive in the June 5, 2026 grant?
On June 5, 2026, the CEO received 539,160 ACTG common shares at a price of $0.00 per share as a grant or award, following certification of performance-based restricted stock units under Acacia’s 2016 Stock Incentive Plan.

What performance metrics determined the ACTG performance-based stock units?
The performance-based restricted stock units granted June 7, 2023 were tied to Acacia’s compound annual growth rate of adjusted book value per share. The Compensation Committee certified the number of units earned based on achievement of this defined Performance Goal on June 5, 2026.

How many ACTG shares does the CEO hold after these Form 4 transactions?
After the June 8, 2026 tax-withholding disposition, the CEO directly holds 418,430 ACTG common shares. This figure reflects shares remaining after using 287,133 shares to cover tax obligations arising from vesting of 568,303 restricted shares.

How many ACTG restricted shares vested in connection with the tax withholding?
The tax withholding relates to the vesting of 568,303 ACTG restricted shares on June 7, 2026. Of these, 287,133 shares were withheld to satisfy associated tax obligations, with the remaining vested shares contributing to the CEO’s continuing equity position.
SEC Form 4
FORM 4UNITED 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*
McNulty Martin D. Jr.
(Last)(First)(Middle)
777 THIRD AVENUE
SUITE 2602
(Street)
NEW YORK 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
ACTG Common Stock06/05/2026A539,160(1)A$0705,563D
ACTG Common Stock06/08/2026F287,133(2)D$4.62418,430D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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 568,303 shares of restricted stock on June 7, 2026.
Remarks:
Jennifer Graff, Attorney-in-fact06/09/2026
** Signature of Reporting PersonDate
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