Smartbird (BIRD) CEO sells 117,459 shares in non-discretionary tax cover

Rhea-AI Filing Summary

Smartbird, Inc. Chief Executive Officer Nadia Catherine Carlsten reported an open-market sale of 117,459 shares of Class A Common Stock. The shares were sold at an average price of $4.2111 per share.

According to the footnote, these sales were made solely to cover tax withholding obligations arising from the vesting and settlement of restricted stock units under a “sell to cover” arrangement and are described as non-discretionary. Following the transaction, Carlsten directly holds 1,414,920 shares of Class A Common Stock.

Insights

Insider trading and governance analyst

CEO’s reported sale is a routine, tax-driven transaction.

The CEO of Smartbird, Inc., Nadia Catherine Carlsten, reported selling 117,459 Class A shares at $4.2111 per share. The filing shows this as an open-market sale of non-derivative common stock.

A footnote clarifies that the sale was executed to cover tax withholding obligations tied to vesting restricted stock units through a “sell to cover” mechanism and is not a discretionary trade. After the transaction, Carlsten holds 1,414,920 shares, indicating she retains a substantial equity position in the company.

Insider Trade Summary

Net Seller: 117,459 shares ($494,632)

Net Sell 1 txn

Insider Carlsten Nadia Catherine

Role Chief Executive Officer

Sold 117,459 shs ($495K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	117,459	$4.2111	$495K

Holdings After Transaction: Class A Common Stock — 1,414,920 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares sold: 117,459 shares Sale price per share: $4.2111 per share Shares held after transaction: 1,414,920 shares +1 more

4 metrics

Shares sold 117,459 shares Open-market sale on June 25, 2026

Sale price per share $4.2111 per share Class A Common Stock transaction price

Shares held after transaction 1,414,920 shares CEO direct holdings following sale

Net share direction -117,459 shares Net-sell direction in transaction summary

Key Terms

sell to cover, restricted stock units, open-market sale, non-derivative

4 terms

sell to cover financial

"to be funded by a "sell to cover" transaction and do not represent discretionary transactions"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

restricted stock units financial

"in connection with the vesting and settlement of restricted stock units"

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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

non-derivative financial

""transaction_type": "non-derivative""

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/26/2026 - 05:05 PM Accepted by SEC EDGAR 06/26/2026 - 05:04 PM Learn about SEC filing dates

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^*

Carlsten Nadia Catherine

(Last) (First) (Middle)

C/O SMARTBIRD, INC 530 WASHINGTON STREET

(Street)

SAN FRANCISCO CALIFORNIA 94111

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Smartbird, Inc. [ BIRD ]

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)
06/25/2026

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	06/25/2026		S(1)		117,459	D	$4.2111	1,414,920	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. The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary transactions by the Reporting Person.

Remarks:

	/s/ Nadia Carlsten, by Ann Mitchell, Attorney-in-Fact	06/26/2026
	** 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)

FAQ

What insider transaction did Smartbird (BIRD) report for its CEO?

Smartbird’s CEO, Nadia Catherine Carlsten, reported selling 117,459 shares of Class A Common Stock at $4.2111 per share. The filing notes this as an open-market transaction in non-derivative common stock on June 25, 2026.

Why did Smartbird (BIRD) CEO Nadia Catherine Carlsten sell shares?

The CEO’s share sale was made to cover tax withholding obligations from vesting restricted stock units. The filing states it was a “sell to cover” transaction and explicitly describes the sales as non-discretionary, rather than a voluntary change in investment exposure.

How many Smartbird (BIRD) shares does the CEO hold after the sale?

After the reported sale, CEO Nadia Catherine Carlsten directly holds 1,414,920 shares of Smartbird Class A Common Stock. This figure in the filing reflects her remaining equity position following the 117,459-share transaction executed on June 25, 2026.

Was the Smartbird (BIRD) CEO’s share sale a routine tax-related transaction?

Yes. The footnote explains the sale was solely to satisfy tax withholding obligations related to vesting and settlement of restricted stock units. It was funded through a “sell to cover” arrangement and is described as non-discretionary for the reporting person.

What price did Smartbird (BIRD) shares sell for in the CEO’s transaction?

The reported transaction shows 117,459 Smartbird Class A Common Stock shares sold at an average price of $4.2111 per share. This price is listed explicitly in the Form 4 as the transaction price per share for the open-market sale.