IP Strategy CEO exercises RSUs, surrenders shares for tax

IP Strategy Holdings CEO & Treasurer Justin B. Stiefel reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding.

Rhea-AI Filing Summary

IP Strategy Holdings CEO & Treasurer Justin B. Stiefel reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. On May 2, 2026, he exercised 1,458 RSUs into common stock directly and 208 RSUs indirectly through his spouse. To satisfy tax obligations from these vestings, the issuer cancelled 433 directly held shares and 62 spouse-held shares in exchange for remitting withholding taxes, and no shares were sold in the market.

Following these transactions, he holds 3,883 shares of common stock directly, 1,257 shares indirectly through his spouse (beneficial ownership disclaimed except for any pecuniary interest), and 8,274 shares indirectly through Constantine IHSV, LLC. RSU holdings after the exercises total 4,375 units directly and 625 units through his spouse, vesting over an eighteen-month period beginning September 1, 2025. All share figures reflect a 1-for-20 reverse stock split effective April 23, 2026.

Insider Trade Summary

1,666 shares exercised/converted

Exercise 7 txns

Insider Stiefel Justin B

Role CEO & Treasurer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,458	$0.00	$0.00
Exercise	Restricted Stock Units	208	$0.00	$0.00
Exercise	Common Stock	1,458	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	433	$5.50	$2K
Exercise	Common Stock	208	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	62	$5.50	$341.00
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 4,375 contracts (Direct); Restricted Stock Units — 625 contracts (Indirect, By Spouse); Common Stock — 3,883 shares (Direct); Common Stock — 1,257 shares (Indirect, By spouse); Common Stock — 8,274 shares (Indirect, By LLC)

Footnotes (8)

1. F1. All share amounts in this Form 4 reflect a 1-for-20 reverse stock split effected on April 23, 2026.
2. F2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock.
3. F3. Includes 4 shares beneficially owned through American Estate and Trust, LC FBO Justin Stiefel IRA account
4. F4. The reporting person relinquished the shares of Common Stock reported herein and the issuer cancelled such shares and returned them to issuer's treasury in exchange for remitting certain tax withholding obligations of the reporting person resulting from the vesting of the RSUs. As such, no shares of the issuer were sold by the reporting person.
5. F5. Represents the per share closing price of the issuer's Common Stock on the applicable vesting date or, if there was no closing price on such date, the closing price on the trading date that was immediately prior to such vesting date.
6. F6. These securities are held by Jennifer D.H. Stiefel, the spouse of the reporting person. For purposes of Section 16 of the Exchange Act, the reporting person disclaims beneficial ownership of any such securities, except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
7. F7. The reported securities are held by Constantine IHSV, LLC, of which the reporting person is the sole member and may be deemed to beneficially own the securities held by it.
8. F8. The RSUs vest over an eighteen (18) month period beginning September 1, 2025, with six (6) months of service-based vesting deemed satisfied as of February 2, 2026, and the remaining units vesting in equal installments May 2, 2026, August 2, 2026, November 2, 2026, and February 2, 2027, subject to continued service.

Key Figures

Direct RSUs exercised: 1,458 shares Spouse RSUs exercised: 208 shares Shares cancelled for tax (direct): 433 shares at $5.50 +5 more

8 metrics

Direct RSUs exercised 1,458 shares RSUs converted to common stock on May 2, 2026

Spouse RSUs exercised 208 shares RSUs converted to common stock on May 2, 2026

Shares cancelled for tax (direct) 433 shares at $5.50 Tax-withholding disposition on May 2, 2026

Shares cancelled for tax (spouse) 62 shares at $5.50 Tax-withholding disposition on May 2, 2026

Direct common shares after transactions 3,883 shares Direct ownership following May 2, 2026 transactions

Indirect common via spouse 1,257 shares Indirect ownership via spouse after May 2, 2026

Indirect common via LLC 8,274 shares Held by Constantine IHSV, LLC

Reverse stock split ratio 1-for-20 Effective April 23, 2026 for all share amounts

Key Terms

Restricted Stock Units, tax withholding obligations, reverse stock split, pecuniary interest, +2 more

6 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

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.

tax withholding obligations financial

"returned them to issuer's treasury in exchange for remitting certain tax withholding obligations"

reverse stock split financial

"reflect a 1-for-20 reverse stock split effected on April 23, 2026"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

pecuniary interest financial

"disclaims beneficial ownership of any such securities, except to the extent of her pecuniary interest therein"

Section 16 of the Exchange Act regulatory

"for purposes of Section 16 of the Exchange Act, the reporting person disclaims beneficial ownership"

contingent right financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did IP Strategy Holdings (IPST) CEO Justin Stiefel report?

Justin Stiefel reported exercises of RSUs into common stock and related tax-withholding share cancellations. He exercised 1,458 RSUs directly and 208 RSUs via his spouse, while 433 direct shares and 62 spouse-held shares were cancelled to cover tax obligations, with no market sales.

Were any IP Strategy Holdings (IPST) shares sold on the market in this Form 4?

No market sales occurred in this Form 4. Shares reported with transaction code F were relinquished to the issuer, which cancelled them and covered tax withholding obligations arising from RSU vesting, meaning no shares were sold into the open market by Justin Stiefel.

How many IP Strategy Holdings (IPST) shares does Justin Stiefel hold after these transactions?

After these transactions, Justin Stiefel holds 3,883 common shares directly, 1,257 shares indirectly through his spouse, and 8,274 shares indirectly via Constantine IHSV, LLC. These positions reflect equity ownership after RSU exercises and tax-withholding cancellations described in the Form 4.

What restricted stock unit (RSU) balances remain for Justin Stiefel at IP Strategy Holdings (IPST)?

After exercising some RSUs, Justin Stiefel retains 4,375 RSUs directly and 625 RSUs indirectly through his spouse. Each RSU represents a contingent right to receive one share of common stock, subject to an eighteen-month vesting schedule beginning September 1, 2025.

How do the IP Strategy Holdings (IPST) RSUs for Justin Stiefel vest over time?

The RSUs vest over an eighteen-month period beginning September 1, 2025. Six months of service-based vesting were deemed satisfied as of February 2, 2026, with remaining units vesting in equal installments on May 2, 2026, August 2, 2026, November 2, 2026, and February 2, 2027.

What reverse stock split did IP Strategy Holdings (IPST) disclose in this Form 4?

All share amounts in the Form 4 reflect a 1-for-20 reverse stock split that became effective April 23, 2026. This means every 20 pre-split shares were consolidated into one share, increasing the per-share price while reducing the share count proportionally.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 07:22 PM EDT 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^*

Stiefel Justin B

(Last) (First) (Middle)

C/O IP STRATEGY HOLDINGS, INC.

9668 BUJACICH ROAD

(Street)

GIG HARBOR WASHINGTON 98332

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
IP STRATEGY HOLDINGS, INC. [ IPST ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2026

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
Common Stock	05/02/2026		M		1,458(1)	A	(2)	4,316(3)	D
Common Stock	05/02/2026		F		433(4)	D	$5.5(5)	3,883(3)	D
Common Stock	05/02/2026		M		208	A	(2)	1,319	I	By spouse(6)
Common Stock	05/02/2026		F		62(4)	D	$5.5(5)	1,257	I	By spouse(6)
Common Stock								8,274	I	By LLC(7)

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	(2)	05/02/2026		M			1,458(1)	(8)	(8)	Common Stock	1,458	$0	4,375	D
Restricted Stock Units	(2)	05/02/2026		M			208	(8)	(8)	Common Stock	208	$0	625	I	By Spouse(6)

Explanation of Responses:

1. All share amounts in this Form 4 reflect a 1-for-20 reverse stock split effected on April 23, 2026.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock.

3. Includes 4 shares beneficially owned through American Estate and Trust, LC FBO Justin Stiefel IRA account

4. The reporting person relinquished the shares of Common Stock reported herein and the issuer cancelled such shares and returned them to issuer's treasury in exchange for remitting certain tax withholding obligations of the reporting person resulting from the vesting of the RSUs. As such, no shares of the issuer were sold by the reporting person.

5. Represents the per share closing price of the issuer's Common Stock on the applicable vesting date or, if there was no closing price on such date, the closing price on the trading date that was immediately prior to such vesting date.

6. These securities are held by Jennifer D.H. Stiefel, the spouse of the reporting person. For purposes of Section 16 of the Exchange Act, the reporting person disclaims beneficial ownership of any such securities, except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

7. The reported securities are held by Constantine IHSV, LLC, of which the reporting person is the sole member and may be deemed to beneficially own the securities held by it.

8. The RSUs vest over an eighteen (18) month period beginning September 1, 2025, with six (6) months of service-based vesting deemed satisfied as of February 2, 2026, and the remaining units vesting in equal installments May 2, 2026, August 2, 2026, November 2, 2026, and February 2, 2027, subject to continued service.

Remarks:

	/s/ Justin B. Stiefel	05/05/2026
	** 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)