Kaliste’s BGDE (NASDAQ: BGDE) RSU vesting, share exercises and tax withholding detailed
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Big Digital Energy, Inc. officer Saloom Kaliste reported compensation-related stock activity involving restricted stock units and common shares. On April 6, 2026, Kaliste exercised RSU awards into common stock and had a portion of shares withheld to satisfy tax obligations, rather than selling shares in the market. One grant of 11,962 RSUs and another grant tied to 7,204 RSUs vested earlier than scheduled due to a change of control under the company’s 2024 Omnibus Equity Incentive Plan, and these RSUs were later settled for common shares on May 8, 2026. After the reported transactions, Kaliste held 47,536 common shares directly.
Positive
- None.
Negative
- None.
Insider Trade Summary
17,365 shares exercised/converted
Mixed
4 txns
Insider
Saloom Kaliste
Role
See Remarks
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 11,962 | $0.00 | -- |
| Exercise | Restricted Stock Units | 5,403 | $0.00 | -- |
| Exercise | Common Stock | 17,365 | $0.00 | -- |
| Tax Withholding | Common Stock | 5,604 | $2.59 | $15K |
Holdings After Transaction:
Restricted Stock Units — 5,403 shares (Direct, null);
Common Stock — 47,536 shares (Direct, null)
Footnotes (1)
- Each restricted stock unit is issued under and subject to the terms of the Mawson Infrastructure Group Inc 2024 Omnibus Equity Incentive Plan ("Plan"), and represents the right to receive, at settlement, one share of common stock, an equivalent cash amount at fair market value, or a combination, at the discretion of the Administrator of the Plan. On December 18, 2025, the reporting person was granted 11,962 restricted stock units, which were scheduled to vest in full on December 18, 2026. The vesting date of such grant was accelerated due to a change of control, as defined by the Plan, effective April 6, 2026. The restricted stock units were settled for shares of common stock on May 8, 2026. On July 1, 2024, the reporting person was granted 7,204 restricted stock units, which were scheduled to vest in four equal installments on August 26, 2025, August 25, 2026, August 24, 2027, and August 23, 2028. Vesting of the final three installments was accelerated due to a change of control, as defined by the Plan, effective April 6, 2026. The restricted stock units were settled for shares of common stock on May 8, 2026.
Key Figures
Tax-withholding shares: 5,604 shares
Shares acquired via exercise: 17,365 shares
Holdings after transactions: 47,536 shares
+3 more
6 metrics
Tax-withholding shares
5,604 shares
Common stock used for tax withholding at $2.59/share on April 6, 2026
Shares acquired via exercise
17,365 shares
Common stock from derivative exercise coded M on April 6, 2026
Holdings after transactions
47,536 shares
Total common shares directly owned after reported activity
Holdings after tax withholding
41,932 shares
Common shares directly owned following F-code tax-withholding disposition
Accelerated RSU grant
11,962 RSUs
Grant vested early due to change of control effective April 6, 2026
Prior RSU grant
7,204 RSUs
Grant with four scheduled vesting dates, later partially accelerated
Key Terms
Restricted Stock Units, Omnibus Equity Incentive Plan, change of control, tax-withholding disposition, +1 more
5 terms
Restricted Stock Units financial
"On December 18, 2025, the reporting person was granted 11,962 restricted stock units, which were scheduled to vest in full..."
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.
Omnibus Equity Incentive Plan financial
"Each restricted stock unit is issued under and subject to the terms of the Mawson Infrastructure Group Inc 2024 Omnibus Equity Incentive Plan..."
A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.
change of control financial
"The vesting date of such grant was accelerated due to a change of control, as defined by the Plan, effective April 6, 2026."
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" with transaction code F for 5,604 common shares."
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.
derivative exercise/conversion financial
"transaction_action: "derivative exercise/conversion" for RSU-related entries coded M."
FAQ
What insider transactions did Saloom Kaliste report for BGDE on April 6, 2026?
Saloom Kaliste reported exercising restricted stock units into common stock and a related tax-withholding disposition on April 6, 2026. These actions converted RSUs into shares and used some shares to cover tax obligations, without open-market buying or selling.
Why were Saloom Kaliste’s BGDE restricted stock units accelerated?
Footnotes state that RSU vesting was accelerated due to a change of control under the company’s 2024 Omnibus Equity Incentive Plan. Grants originally scheduled to vest later instead vested earlier and were subsequently settled for common shares on May 8, 2026.
What equity plans governed Saloom Kaliste’s BGDE restricted stock units?
The restricted stock units were issued under a 2024 Omnibus Equity Incentive Plan. Each RSU represents the right to receive one share of common stock, cash equal to its fair market value, or a combination, at the plan administrator’s discretion at settlement.