Agilysys CTO acquires 2,111 shares as stock grants vest

Q: How many AGYS shares did the CTO acquire?

Sethuram Shivashankar acquired 2,111 common shares when 723 and 1,388 restricted stock units vested on October 30, 2026. The RSUs converted into common stock one-for-one, and the settlement involved no cash consideration.

Q: How many AGYS shares were withheld for taxes?

Agilysys withheld 222, 177 and 338 shares to satisfy statutory tax withholding obligations. The 222 shares related to previously granted restricted shares; the 177 and 338 shares were tied to RSU settlements. Each withholding transaction had a reported per-share amount of $115.80.

The CTO’s RSUs settled into common shares for no cash consideration, with shares withheld for statutory tax obligations.

Available on EDGAR 11/03/2026 - 07:02 PM EST Accepted by SEC EDGAR 11/03/2026 - 07:01 PM EST

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Rhea-AI Filing Summary

Agilysys CTO Sethuram Shivashankar had 723 and 1,388 restricted stock units vest on October 30, 2026, converting one-for-one into common stock. The settlement resulted in 2,111 common shares acquired for no cash consideration. Separately, Agilysys withheld 222 shares from previously granted restricted shares and 177 and 338 shares in connection with RSU settlements to satisfy statutory tax withholding obligations. Each withholding transaction had a reported per-share amount of $115.80; no shares were sold by Shivashankar.

Insider Trade Summary

2,111 shares exercised/converted

Exercise 7 txns

Insider Shivashankar Sethuram

Role CTO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units ^F4	723	$0.00	$0.00
Exercise	Restricted Stock Units ^F5	1,388	$0.00	$0.00
Tax Withholding	Common Stock ^F1	222	$115.80	$26K
Exercise	Common Stock ^F2	723	$0.00	$0.00
Tax Withholding	Common Stock ^F3	177	$115.80	$20K
Exercise	Common Stock ^F2	1,388	$0.00	$0.00
Tax Withholding	Common Stock ^F3	338	$115.80	$39K

Holdings After Transaction: Restricted Stock Units — 3,499 contracts (Direct); Common Stock — 25,405 shares (Direct)

Footnotes (5)

F1. Represents shares withheld by Agilysys to satisfy statutory tax withholding obligations arising from the lapse of restrictions on restricted shares of Common Stock previously granted under the Agilysys equity incentive plan. No shares were sold by the reporting person.
F2. Restricted Stock Units (RSUs) convert into common stock of Agilysys, Inc. on a one-for-one basis upon vesting. The shares reported in Table I under Transaction Code "M" were acquired upon the vesting and settlement of RSUs for no cash consideration.
F3. Represents shares withheld by Agilysys to satisfy statutory tax withholding obligations incurred in connection with the vesting and settlement of restricted stock units. No shares were sold by the reporting person.
F4. Reflects the vesting of 723 RSUs granted under the Agilysys equity incentive plan. The remaining unvested RSUs vest in accordance with their applicable grant schedules, subject to continued service through each vesting date
F5. Reflects the vesting of 1,388 RSUs granted under the Agilysys equity incentive plan. The remaining unvested RSUs vest in accordance with their applicable grant schedules, subject to continued service through each vesting date

Key Figures

RSUs vested: 723 units RSUs vested: 1,388 units Common shares acquired on RSU settlement: 2,111 shares +4 more

7 metrics

RSUs vested 723 units October 30, 2026

RSUs vested 1,388 units October 30, 2026

Common shares acquired on RSU settlement 2,111 shares October 30, 2026

Shares withheld from previously granted restricted shares 222 shares Statutory tax withholding; October 30, 2026

Shares withheld on RSU settlement 177 shares Statutory tax withholding; October 30, 2026

Shares withheld on RSU settlement 338 shares Statutory tax withholding; October 30, 2026

Reported per-share amount for withholding transactions $115.80 per share October 30, 2026

Key Terms

Restricted Stock Units (RSUs), statutory tax withholding obligations, equity incentive plan

3 terms

Restricted Stock Units (RSUs) technical

"RSUs convert into common stock of Agilysys, Inc. on a one-for-one basis upon vesting."

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

statutory tax withholding obligations financial

"satisfy statutory tax withholding obligations arising from the lapse of restrictions"

equity incentive plan financial

"RSUs granted under the Agilysys equity incentive plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

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

How many AGYS shares did the CTO acquire?

Sethuram Shivashankar acquired 2,111 common shares when 723 and 1,388 restricted stock units vested on October 30, 2026. The RSUs converted into common stock one-for-one, and the settlement involved no cash consideration.

How many AGYS shares were withheld for taxes?

Agilysys withheld 222, 177 and 338 shares to satisfy statutory tax withholding obligations. The 222 shares related to previously granted restricted shares; the 177 and 338 shares were tied to RSU settlements. Each withholding transaction had a reported per-share amount of $115.80.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

Shivashankar Sethuram

(Last)

(First)

(Middle)

3655 BROOKSIDE PARKWAY

SUITE 300

(Street)

ALPHARETTA

GEORGIA

30022

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
AGILYSYS INC [ AGYS ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2026

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)
Common Stock	10/30/2026		F⁽¹⁾		222	D	$115.8	23,809	D
Common Stock	10/30/2026		M⁽²⁾		723	A	$0	24,532	D
Common Stock	10/30/2026		F⁽³⁾		177	D	$115.8	24,355	D
Common Stock	10/30/2026		M⁽²⁾		1,388	A	$0	25,743	D
Common Stock	10/30/2026		F⁽³⁾		338	D	$115.8	25,405	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)
Restricted Stock Units	$0	10/30/2026		M			723	⁽⁴⁾	⁽⁴⁾	Common Stock	723	$0	723	D
Restricted Stock Units	$0	10/30/2026		M			1,388	⁽⁵⁾	⁽⁵⁾	Common Stock	1,388	$0	2,776	D

Explanation of Responses:

1. Represents shares withheld by Agilysys to satisfy statutory tax withholding obligations arising from the lapse of restrictions on restricted shares of Common Stock previously granted under the Agilysys equity incentive plan. No shares were sold by the reporting person.

2. Restricted Stock Units (RSUs) convert into common stock of Agilysys, Inc. on a one-for-one basis upon vesting. The shares reported in Table I under Transaction Code "M" were acquired upon the vesting and settlement of RSUs for no cash consideration.

3. Represents shares withheld by Agilysys to satisfy statutory tax withholding obligations incurred in connection with the vesting and settlement of restricted stock units. No shares were sold by the reporting person.

4. Reflects the vesting of 723 RSUs granted under the Agilysys equity incentive plan. The remaining unvested RSUs vest in accordance with their applicable grant schedules, subject to continued service through each vesting date

5. Reflects the vesting of 1,388 RSUs granted under the Agilysys equity incentive plan. The remaining unvested RSUs vest in accordance with their applicable grant schedules, subject to continued service through each vesting date

	/s/ Kyle C. Badger, Attorney-in-Fact	11/03/2026
	** 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