Amprius (NYSE: AMPX) CTO sells shares for tax withholding

Rhea-AI Filing Summary

Amprius Technologies Chief Technology Officer Stefan Constantin Ionel reported an open-market sale of 25,366 shares of common stock at an average price of $10.1555 per share. The sale was made under a non-discretionary, issuer-mandated sell-to-cover arrangement for tax withholding on vesting restricted stock units. After the transaction, he holds 723,330 shares, including 533,440 restricted stock units that may convert into common stock as they vest.

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^*

Stefan Constantin Ionel

(Last) (First) (Middle)

C/O AMPRIUS TECHNOLOGIES, INC.,

1180 PAGE AVENUE

(Street)

FREMONT CA 94538

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Amprius Technologies, Inc. [ AMPX ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology 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		S(1)		25,366	D	$10.1555(2)	723,330(3)	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. This transaction was effected pursuant to non-discretionary, sell-to-cover arrangements mandated by the issuer to fund tax withholding obligations in connection with the vesting of restricted stock units.

2. The price reported in Column 4 is an average execution price. These shares were sold in multiple transactions at prices ranging from $9.96 to $10.35, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

3. Includes 533,440 restricted stock units, each of which represents a contingent right to receive one share of the issuer's common stock, subject to the applicable vesting schedule and conditions of each restricted stock unit.

Remarks:

	/s/ Ricardo C. Rodriguez, attorney-in-fact on behalf of Constantin Ionel Stefan	02/24/2026
	** 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 Amprius Technologies (AMPX) report on this Form 4?

Amprius Technologies reported that Chief Technology Officer Stefan Constantin Ionel sold 25,366 shares of common stock. The shares were sold in an open-market transaction primarily to cover tax withholding obligations tied to vesting restricted stock units.

At what price did the Amprius (AMPX) CTO sell his shares in this filing?

The reported average sale price was $10.1555 per share. Footnotes explain the shares were sold in multiple trades at prices ranging from $9.96 to $10.35, with the average used for reporting purposes on this Form 4.

Why did Amprius Technologies’ CTO sell shares according to the Form 4?

The sale was executed under a non-discretionary, issuer-mandated sell-to-cover arrangement. It was intended to fund tax withholding obligations that arose when restricted stock units vested, rather than being an elective sale for portfolio reallocation.

How many Amprius (AMPX) shares does the CTO own after this reported sale?

After the transaction, Stefan Constantin Ionel is reported to beneficially own 723,330 shares. This total includes 533,440 restricted stock units, each representing a contingent right to receive one share of common stock as vesting conditions are satisfied.

What does the Form 4 say about the structure of the Amprius CTO’s RSU holdings?

The filing notes that 533,440 restricted stock units are included in the reported holdings. Each unit represents a contingent right to receive one share of Amprius common stock, subject to applicable vesting schedules and conditions laid out in the RSU awards.

Were the Amprius (AMPX) CTO’s share sales discretionary or pre-arranged?

The transaction is described as a non-discretionary sell-to-cover arrangement mandated by the issuer. This means the sales occurred automatically to satisfy tax withholding obligations when restricted stock units vested, not at the CTO’s voluntary trading discretion.