Broadwind (NASDAQ: BWEN) executive logs tax-withholding share dispositions

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

BROADWIND, INC. executive Mayo Gilbert W. Jr., President of Broadwind Industrial Solutions, reported tax-related share dispositions rather than open-market trades. On May 18, 2026, he had 1,320 common shares withheld at $3.79 per share to cover tax obligations tied to vested equity.

On May 15, 2026, an additional 1,607 shares were similarly withheld at $4.52 per share. After these withholding transactions, he directly held 117,612 common shares and indirectly held 26,780 shares through a 401(k) plan. Footnotes also indicate unvested restricted stock units scheduled to vest in 2026, 2027, and 2028.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Mayo Gilbert W. Jr.

Role Pres., Broadwind Ind. Solution

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,320	$3.79	$5K
Tax Withholding	Common Stock	1,607	$4.52	$7K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 117,612 shares (Direct, null); Common Stock — 26,780 shares (Indirect, By 401(k) Plan)

Footnotes (1)

The reporting person has elected to satisfy his withholding obligation in connection with the vesting of a prior restricted stock unit grant by directing the Company to withhold shares otherwise issuable pursuant to the previously reported grant. Includes (i) 2,370 restricted stock units that vest 2,370 shares on 5/25/26; (ii) 3,635 restricted stock units that vest 3,635 shares on 5/16/27; and (iii) 8,238 restricted stock units that vest 4,119 shares on each of 5/15/27 and 5/15/28.

Key Figures

Tax-withheld shares (total): 2,927 shares Shares withheld on May 18, 2026: 1,320 shares at $3.79/share Shares withheld on May 15, 2026: 1,607 shares at $4.52/share +5 more

8 metrics

Tax-withheld shares (total) 2,927 shares Common stock withheld to satisfy tax obligations

Shares withheld on May 18, 2026 1,320 shares at $3.79/share Tax-withholding disposition of common stock

Shares withheld on May 15, 2026 1,607 shares at $4.52/share Tax-withholding disposition of common stock

Direct holdings after May 18, 2026 117,612 shares Common stock owned directly following transactions

Indirect 401(k) holdings 26,780 shares Common stock held via 401(k) plan as of May 15, 2026

Unvested RSUs vesting 5/25/26 2,370 RSUs Restricted stock units scheduled to vest into shares

Unvested RSUs vesting 5/16/27 3,635 RSUs Restricted stock units scheduled to vest into shares

Unvested RSUs vesting 5/15/27 & 5/15/28 8,238 RSUs RSUs vesting 4,119 shares on each date

Key Terms

tax-withholding disposition, restricted stock units, 401(k) Plan, withholding obligation, +1 more

5 terms

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

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.

restricted stock units financial

"Includes (i) 2,370 restricted stock units that vest"

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.

401(k) Plan financial

"nature_of_ownership": "By 401(k) Plan""

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

withholding obligation financial

"elected to satisfy his withholding obligation in connection with the vesting"

previously reported grant financial

"shares otherwise issuable pursuant to the previously reported grant"

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 05:51 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^*

Mayo Gilbert W. Jr.

(Last)

(First)

(Middle)

3240 S. CENTRAL AVENUE

(Street)

CICERO

ILLINOIS

60804

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BROADWIND, INC. [ BWEN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres., Broadwind Ind. Solution

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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	05/15/2026		F		1,607⁽¹⁾	D	$4.52	118,932	D
Common Stock	05/18/2026		F		1,320⁽¹⁾	D	$3.79	117,612⁽²⁾	D
Common Stock								26,780	I	By 401(k) Plan

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. The reporting person has elected to satisfy his withholding obligation in connection with the vesting of a prior restricted stock unit grant by directing the Company to withhold shares otherwise issuable pursuant to the previously reported grant.

2. Includes (i) 2,370 restricted stock units that vest 2,370 shares on 5/25/26; (ii) 3,635 restricted stock units that vest 3,635 shares on 5/16/27; and (iii) 8,238 restricted stock units that vest 4,119 shares on each of 5/15/27 and 5/15/28.

	/s/ Thomas A. Ciccone as Attorney-in-Fact for Gilbert W. Mayo, Jr. pursuant to Power of Attorney previously filed	05/19/2026
	** 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 insider transactions did BWEN executive Mayo Gilbert W. Jr. report?

He reported two tax-withholding dispositions of Broadwind common stock. On May 15 and May 18, 2026, a total of 2,927 shares were withheld to satisfy tax obligations related to previously granted equity awards rather than sold on the open market.

How many BWEN shares were used to cover Mayo Gilbert W. Jr.’s taxes?

A total of 2,927 Broadwind common shares were withheld for taxes. This includes 1,607 shares at $4.52 per share and 1,320 shares at $3.79 per share, both connected to the vesting of earlier restricted stock unit grants.

How many Broadwind (BWEN) shares does Mayo Gilbert W. Jr. hold after these transactions?

Following the reported tax-withholding dispositions, he directly holds 117,612 Broadwind common shares. In addition, he indirectly holds 26,780 shares through a 401(k) plan, reflecting both his direct and retirement-plan-related ownership positions as of mid-May 2026.

Were the BWEN insider transactions open-market sales or tax withholding events?

The reported transactions were tax-withholding events, not open-market sales. Shares were withheld by the company to satisfy tax obligations arising from the vesting of previously granted restricted stock units, as described in the accompanying footnote disclosure.

What future equity does Mayo Gilbert W. Jr. have in Broadwind (BWEN)?

Footnotes show unvested restricted stock units scheduled to vest in 2026, 2027, and 2028. These include grants that will convert into specific share amounts on stated vesting dates, potentially increasing his direct share ownership as those awards settle.