Was the Amprius (AMPX) CEO share sale a discretionary trade?

The sale is described as non-discretionary and mandated by Amprius. It was executed as a sell-to-cover arrangement designed specifically to satisfy tax withholding obligations tied to the vesting of restricted stock units.

Tax-driven share sale by Amprius (AMPX) CEO after RSU vesting

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Amprius Technologies CEO Thomas M. Stepien reported an open-market sale of 60,702 shares of common stock at an average price of $14.7884 per share. According to the disclosure, this non-discretionary sale was mandated by the company to cover tax withholding obligations tied to the vesting of restricted stock units.

After the sale, Stepien holds 699,298 shares directly, which the filing states includes 625,000 restricted stock units that may convert into common shares as they vest under their applicable schedules and conditions.

Insider Trade Summary

Net Seller: 60,702 shares ($897,685)

Net Sell 1 txn

Insider Stepien Thomas M

Role Chief Executive Officer

Sold 60,702 shs ($898K)

Type	Security	Shares	Price	Value
Sale	Common stock	60,702	$14.7884	$898K

Holdings After Transaction: Common stock — 699,298 shares (Direct, null)

Footnotes (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. The price reported in Column 4 is an average execution price. These shares were sold in multiple transactions at prices ranging from $14.54 to $15.08, 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. Includes 625,000 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.

Key Figures

Shares sold: 60,702 shares Average sale price: $14.7884 per share Price range: $14.54–$15.08 per share +2 more

5 metrics

Shares sold 60,702 shares Open-market sale on 2026-05-21 to fund tax withholding

Average sale price $14.7884 per share Reported average execution price for the sale

Price range $14.54–$15.08 per share Range of execution prices across multiple trades

Shares held after transaction 699,298 shares Direct holdings following the reported sale

Restricted stock units 625,000 RSUs Included within post-transaction holdings, subject to vesting conditions

Key Terms

restricted stock units, sell-to-cover, non-discretionary, average execution price, +1 more

5 terms

restricted stock units financial

"Includes 625,000 restricted stock units, each of which represents a contingent right"

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.

sell-to-cover financial

"non-discretionary, sell-to-cover arrangements mandated by the issuer to fund tax withholding"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

non-discretionary financial

"This transaction was effected pursuant to non-discretionary, sell-to-cover arrangements"

average execution price financial

"The price reported in Column 4 is an average execution price"

tax withholding obligations financial

"mandated by the issuer to fund tax withholding obligations in connection with the vesting"

Form 4 Insider Transactions: What Each Field Means →

05/26/2026 - 07:03 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^*

Stepien Thomas M

(Last)

(First)

(Middle)

1180 PAGE AVE.

(Street)

FREMONT

CALIFORNIA

94538

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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	05/21/2026		S⁽¹⁾		60,702	D	$14.7884⁽²⁾	699,298⁽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)
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. 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 $14.54 to $15.08, 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 625,000 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 Thomas M Stepien	05/26/2026
	** 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 did Amprius Technologies (AMPX) CEO Thomas Stepien report in this Form 4?

The CEO reported selling 60,702 shares of Amprius common stock. The sale was described as a non-discretionary, sell-to-cover transaction required to fund tax withholding from recently vested restricted stock units.

At what price did the Amprius (AMPX) CEO’s shares sell in this transaction?

The filing lists an average sale price of $14.7884 per share. It notes multiple executions occurred within a range from $14.54 to $15.08 per share, with full price breakdowns available upon request.

How many Amprius (AMPX) shares does the CEO hold after this Form 4 sale?

Following the reported sale, Thomas Stepien holds 699,298 shares of Amprius common stock. The filing explains that this amount includes 625,000 restricted stock units that may settle into shares as vesting conditions are met.

What role did restricted stock units play in this Amprius (AMPX) Form 4?

The transaction arose from the vesting of restricted stock units. The company required a sell-to-cover transaction to pay related taxes, and the CEO’s post-transaction holdings include 625,000 unvested or partially vested restricted stock units.