Accuray (ARAY) director details RSU vesting and share tax withholding

Rhea-AI Filing Summary

Accuray director Byron C. Scott reported equity award activity tied to his retirement from the Board of Directors on December 31, 2025. On that date, 9,433 restricted stock units were converted into an equal number of common shares at an exercise price of $0, with vesting accelerated due to his retirement. Also on December 31, 2025, 3,774 common shares were withheld at $0.8246 per share to cover a cash settlement election under the grant agreement, reducing the reported common stock position to 158,953 shares held directly. Following these transactions, he also held 47,170 restricted stock units directly, including an award that vests 100% on November 13, 2026.

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^*

Scott Byron C

(Last) (First) (Middle)

1240 DEMING WAY

(Street)

MADISON WI 53717

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ACCURAY INC [ ARAY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		M		9,433(1)	A	$0	162,727	D
Common Stock	12/31/2025		F		3,774(2)	D	$0.8246	158,953	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
Restricted Stock Units(3)	$0	12/31/2025		M			9,433(1)	(4)	(4)	Common Stock	9,433	$0	47,170	D

Explanation of Responses:

1. Shares vesting were accelerated due to Mr. Scott's retirement from the Board of Directors on December 31, 2025.

2. These shares were forfeited due to a cash settlement election made by the director in the grant agreement.

3. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

4. This represents a Restricted Stock Unit that vests 100% on 11/13/2026.

Remarks:

	/s/ Michael Stetler, Power of Attorney for Byron C Scott	01/09/2026
	** 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 transactions did Accuray (ARAY) director Byron C. Scott report?

Byron C. Scott reported the conversion of 9,433 restricted stock units into common stock at an exercise price of $0, and a separate transaction where 3,774 common shares were withheld at $0.8246 per share in connection with his equity grant.

Why were Byron C. Scott’s Accuray RSUs accelerated on December 31, 2025?

The filing states that the shares vesting were accelerated because of Mr. Scott's retirement from the Board of Directors on December 31, 2025, causing 9,433 restricted stock units to vest and convert into common stock on that date.

Why were 3,774 Accuray common shares forfeited in this Form 4?

The filing explains that 3,774 common shares were forfeited due to a cash settlement election made by the director in the grant agreement, and these are reported with transaction code F at a price of $0.8246 per share.

How many Accuray common shares does Byron C. Scott report owning after these transactions?

After the reported transactions on December 31, 2025, Byron C. Scott reports beneficial ownership of 158,953 shares of Accuray common stock, held directly.

What Accuray restricted stock units does Byron C. Scott still hold after December 31, 2025?

Following the RSU conversion, he reports holding 47,170 restricted stock units directly. The filing notes that one RSU award vests 100% on November 13, 2026.

What does each Accuray RSU reported by Byron C. Scott represent?

The filing states that each restricted stock unit (RSU) represents a contingent right to receive one share of Accuray common stock upon vesting, subject to the terms of the award.