ADMA Biologics (ADMA) COO uses shares to settle RSU tax bill

Rhea-AI Filing Summary

ADMA Biologics, Inc. executive Kaitlin M. Kestenberg-Messina, COO and SVP, Compliance, reported a Form 4 transaction involving company common stock. On February 19, 2026, 8,161 shares were withheld by the company at $16.32 per share to cover mandatory tax withholding on vesting restricted stock units, which is not an open market sale. After this tax-withholding disposition, she directly held 572,160 shares of common stock, reflecting prior option exercises and earlier RSU net settlements.

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

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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^*

Kestenberg-Messina Kaitlin M.

(Last) (First) (Middle)

C/O ADMA BIOLOGICS, INC.

5800 PARK OF COMMERCE BLVD. NW

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ADMA BIOLOGICS, INC. [ ADMA ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	COO and SVP, Compliance

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		F		8,161(1)	D	$16.32	572,160(2)(3)(4)	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. Represents shares withheld by the Issuer to satisfy the mandatory tax withholding requirements upon vesting of restricted stock units ("RSUs"). This is not an open market sale of securities.

2. Includes, as of the transaction date (i) 91,631 unvested RSUs granted on February 9, 2026, vesting quarterly on each annual anniversary of the date of grant over four years, subject to the Reporting Person's continued service as of the applicable vesting date and that will be settled into common stock upon vesting; (ii) 58,338 unvested RSUs out of 77,784 RSUs granted on February 19, 2025, vesting quarterly on each annual anniversary of the date of grant over four years, subject to the Reporting Person's continued service as of the applicable vesting date and that will be settled into common stock upon vesting; (iii) 144,240 unvested RSUs out of 192,320 RSUs granted on April 1, 2024, that will vest in equal quarterly installments on each annual anniversary of the date of grant, over four years, subject to the Reporting Person's continued service as of the applicable vesting date;

3. (continued from footnote 2) (iv) 15,000 unvested RSUs out of 30,000 RSUs granted on July 24, 2023, that will vest in equal quarterly installments on each annual anniversary of the date of grant, over four years, subject to the Reporting Person's continued service as of the applicable vesting date; (v) 47,500 unvested RSUs out of 95,000 RSUs granted on March 6, 2023, that will vest in equal quarterly installments on each annual anniversary of the date of grant, over four years, subject to the Reporting Person's continued service as of the applicable vesting date; (vi) 10,000 unvested RSUs out of 40,000 RSUs granted on March 7, 2022, that will vest in equal quarterly installments on each annual anniversary of the date of grant, over four years, subject to the Reporting Person's continued service as of the applicable vesting date;

4. (continued from footnote 3) and (vii) 205,451 shares of common stock directly owned by the Reporting Person, which reflects prior option exercises and the prior net settlement upon vesting of previously granted RSUs after the withholding of shares to cover applicable taxes.

	/s/ Kaitlin M. Kestenberg-Messina, by Michael A. Goldstein as Attorney-in-fact	02/23/2026
	** 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 transaction did ADMA (ADMA) report for Kaitlin Kestenberg-Messina?

ADMA Biologics reported that COO and SVP, Compliance, Kaitlin M. Kestenberg-Messina had 8,161 common shares withheld on February 19, 2026 to satisfy mandatory tax withholding on vested RSUs. This was recorded as a Form 4 tax-withholding disposition, not an open market sale.

How many ADMA shares were involved in the February 19, 2026 tax withholding?

The transaction involved 8,161 shares of ADMA Biologics common stock at $16.32 per share. These shares were withheld by the issuer to cover tax obligations triggered by RSU vesting, rather than being sold into the open market by the executive.

Did the ADMA insider’s Form 4 reflect an open market sale of shares?

The Form 4 explicitly states it was not an open market sale. Shares were withheld by ADMA Biologics solely to meet mandatory tax withholding on vested RSUs, classified under transaction code F for payment of exercise price or tax liability by delivering securities.

How many ADMA shares does Kaitlin Kestenberg-Messina own after this transaction?

After the February 19, 2026 tax-withholding disposition, she directly owned 572,160 shares of ADMA Biologics common stock. This total reflects prior option exercises and earlier RSU vestings that were net settled after withholding shares to cover applicable tax liabilities.

What unvested RSUs are reported for the ADMA COO as of the transaction date?

Footnotes describe multiple unvested RSU grants, including 91,631 granted February 9, 2026, 58,338 from a 77,784 grant dated February 19, 2025, and 144,240 from a 192,320 grant dated April 1, 2024, all vesting in quarterly installments over four years, subject to continued service.

How are earlier ADMA RSU grants for the COO structured over time?

Additional unvested RSUs include 15,000 from a 30,000 grant on July 24, 2023, 47,500 from a 95,000 grant on March 6, 2023, and 10,000 from a 40,000 grant on March 7, 2022, each vesting in equal quarterly installments over four years with continued service.