Arhaus (ARHS) CFO exercises equity awards and withholds shares to cover taxes

Rhea-AI Filing Summary

Arhaus, Inc.’s Chief Financial Officer Michael Alan Lee reported equity compensation-related transactions involving Class A Common Stock. He exercised derivative awards covering 42,065 shares of Class A Common Stock, including 40,000 shares from Restricted Stock Units and 2,065 shares from Dividend Equivalent Rights. In connection with the net settlement of these RSUs, 12,241 shares were withheld by the company at a value of $5.90 per share to satisfy income tax withholding and remittance obligations. Footnotes explain that each RSU and Dividend Equivalent Right converts into one share of Class A Common Stock, subject to his continuous service, with the RSUs vesting in 10%, 15%, 20%, 25%, and 30% installments on the first through fifth anniversaries of May 12, 2025.

Insider Trade Summary

42,065 shares exercised/converted

Mixed 5 txns

Insider Lee Michael Alan

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	40,000	$0.00	--
Exercise	Dividend Equivalent Rights	2,065	$0.00	--
Exercise	Class A Common Stock	40,000	$0.00	--
Exercise	Class A Common Stock	2,065	$0.00	--
Tax Withholding	Class A Common Stock	12,241	$5.90	$72K

Holdings After Transaction: Restricted Stock Units — 360,000 shares (Direct, null); Dividend Equivalent Rights — 18,584 shares (Direct, null); Class A Common Stock — 40,000 shares (Direct, null)

Footnotes (1)

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A Common Stock, subject to the Reporting Person's continuous service to the Issuer at the time of vesting. Each Dividend Equivalent Right represents a contingent right to receive one share of Class A Common Stock, subject to the Reporting Person's continuous service to the Issuer at the time of vesting. Represents the number of shares of Class A Common Stock that have been withheld by the Issuer to satisfy income tax withholding and remittance obligations in connection with the net settlement of the RSUs. Subject to the Reporting Person's continuous service to the Issuer, the RSUs vest on the first (10%), second (15%), third (20%), fourth (25%), and fifth (30%) anniversaries of the transaction date (May 12, 2025). Subject to the Reporting Person's continuous service to the Issuer, the Dividend Equivalent Rights vest proportionately with the RSUs to which they relate.

Key Figures

Shares from derivative exercises: 42,065 shares RSUs converted: 40,000 shares Dividend Equivalent Rights converted: 2,065 shares +5 more

8 metrics

Shares from derivative exercises 42,065 shares Class A Common Stock acquired via derivative exercises on May 12, 2026

RSUs converted 40,000 shares Restricted Stock Units converting into Class A Common Stock

Dividend Equivalent Rights converted 2,065 shares Dividend Equivalent Rights converting into Class A Common Stock

Shares withheld for taxes 12,241 shares Withheld by issuer to satisfy income tax obligations

Tax withholding price $5.90 per share Value used for shares withheld for tax remittance

RSU vesting schedule 10%, 15%, 20%, 25%, 30% Annual vesting on first through fifth anniversaries of May 12, 2025

Exercise transactions 2 derivative exercises Exercise or conversion of derivative securities reported

Tax-withholding transactions 1 transaction Payment of tax liability by delivering securities

Key Terms

Restricted Stock Units, Dividend Equivalent Right, net settlement, income tax withholding, +2 more

6 terms

Restricted Stock Units financial

"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A Common Stock"

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.

Dividend Equivalent Right financial

"Each Dividend Equivalent Right represents a contingent right to receive one share of Class A Common Stock"

net settlement financial

"in connection with the net settlement of the RSUs"

income tax withholding financial

"withheld by the Issuer to satisfy income tax withholding and remittance obligations"

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

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^*

Lee Michael Alan

(Last) (First) (Middle)

C/O ARHAUS, INC.

51 E. HINES HILL ROAD

(Street)

BOSTON HEIGHTS OHIO 44236

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Arhaus, Inc. [ ARHS ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/12/2026		M		40,000	A	$0(1)	40,000	D
Class A Common Stock	05/12/2026		M		2,065	A	$0(2)	42,065	D
Class A Common Stock	05/12/2026		F		12,241(3)	D	$5.9	29,824	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	(1)	05/12/2026		M			40,000	(4)	(4)	Class A Common Stock	40,000	$0	360,000	D
Dividend Equivalent Rights	(2)	05/12/2026		M			2,065	(5)	(5)	Class A Common Stock	2,065	$0	18,584	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A Common Stock, subject to the Reporting Person's continuous service to the Issuer at the time of vesting.

2. Each Dividend Equivalent Right represents a contingent right to receive one share of Class A Common Stock, subject to the Reporting Person's continuous service to the Issuer at the time of vesting.

3. Represents the number of shares of Class A Common Stock that have been withheld by the Issuer to satisfy income tax withholding and remittance obligations in connection with the net settlement of the RSUs.

4. Subject to the Reporting Person's continuous service to the Issuer, the RSUs vest on the first (10%), second (15%), third (20%), fourth (25%), and fifth (30%) anniversaries of the transaction date (May 12, 2025).

5. Subject to the Reporting Person's continuous service to the Issuer, the Dividend Equivalent Rights vest proportionately with the RSUs to which they relate.

Remarks:

	/s/ Christian Sedor, Attorney-in-Fact	05/14/2026
	** 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)

FAQ

What insider transactions did Arhaus (ARHS) CFO Michael Alan Lee report?

Michael Alan Lee reported equity compensation-related transactions, exercising derivative awards into 42,065 shares of Class A Common Stock. These included conversions of Restricted Stock Units and Dividend Equivalent Rights, plus a share withholding to cover associated income tax obligations.

How many Arhaus (ARHS) shares were exercised in the latest Form 4 filing?

The filing shows exercises of derivative awards into 42,065 shares of Arhaus Class A Common Stock. This total reflects 40,000 shares from Restricted Stock Units and 2,065 shares from Dividend Equivalent Rights converting into common stock on the reported transaction date.

Why were 12,241 Arhaus (ARHS) shares disposed of in the CFO’s Form 4?

The 12,241 shares were withheld by Arhaus to satisfy income tax withholding and remittance obligations. This tax-withholding disposition occurred in connection with the net settlement of vested Restricted Stock Units rather than an open-market sale by the CFO.

What price was used for Arhaus (ARHS) tax-withholding shares in the Form 4?

The tax-withholding disposition used a price of $5.90 per share for 12,241 shares. This value reflects the amount used to calculate shares withheld to cover income tax obligations tied to the RSU net settlement, not an open-market trade.

How do Arhaus (ARHS) Restricted Stock Units vest for the CFO?

The Restricted Stock Units vest in five annual installments starting from May 12, 2025. Subject to continuous service, they vest 10% on the first anniversary, then 15%, 20%, 25%, and 30% on the second through fifth anniversaries, respectively.

What are Arhaus (ARHS) Dividend Equivalent Rights reported in the Form 4?

Dividend Equivalent Rights are derivative awards that convert into one share of Class A Common Stock each. For the CFO, they vest proportionately with the related RSUs and, when exercised, deliver shares instead of cash based on those underlying units.