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Capstone Green (NASDAQ: CGEH) CEO withholds shares to pay taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Capstone Green Energy Holdings, Inc. President & CEO Vincent J. Canino reported a routine tax-withholding share disposition. On the vesting and settlement of restricted stock units awarded on April 3, 2025, 5,874 shares of voting common stock were withheld at $5.93 per share to cover his tax liability. After this non-market transaction, he directly holds 482,459 shares of voting common stock, including substantial unvested restricted stock unit awards and 75,000 shares previously purchased in a private offering.

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Insider Canino Vincent J.
Role President & CEO
Type Security Shares Price Value
Tax Withholding Voting Common Stock 5,874 $5.93 $35K
holding Voting Common Stock -- -- --
Holdings After Transaction: Voting Common Stock — 482,459 shares (Direct)
Footnotes (1)
  1. Includes 300,000 shares of voting common stock underlying restricted stock units that vest in equal annual installments on March 11, 2026, and March 11, 2027, respectively, 16,667 shares of voting common stock underlying restricted stock units that vest in equal annual installments on September 9, 2026, and September 9, 2027, respectively, 49,250 shares of voting common stock underlying restricted stock units that vest in three equal annual installments commencing on April 3, 2026 and 75,000 shares of voting common stock purchased in the Issuer private offering. Reflects the deemed disposition of shares of voting common stock to cover the Reporting Person's tax liability in connection with the vesting and settlement of the restricted stock units awarded on April 3, 2025..
Tax-withholding shares 5,874 shares Voting common stock withheld for taxes on April 3, 2025 RSU vesting
Withholding price $5.93 per share Value used for tax-withholding disposition
Shares held after transaction 482,459 shares Direct voting common stock holdings following tax-withholding event
RSUs vesting 2026-2027 300,000 shares Voting common stock underlying RSUs vesting March 11, 2026 and March 11, 2027
Additional RSUs vesting 2026-2027 16,667 shares Voting common stock underlying RSUs vesting September 9, 2026 and September 9, 2027
RSUs vesting from April 3, 2026 49,250 shares Voting common stock underlying RSUs vesting in three equal annual installments
Private offering shares 75,000 shares Voting common stock purchased in issuer private offering
restricted stock units financial
"Includes 300,000 shares of voting common stock underlying restricted stock units that vest in equal annual installments..."
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 liability financial
"Reflects the deemed disposition of shares of voting common stock to cover the Reporting Person's tax liability in connection with the vesting..."
private offering financial
"75,000 shares of voting common stock purchased in the Issuer private offering."
A private offering is the sale of securities—such as shares or bonds—directly to a limited group of investors rather than through public markets or a broad auction. It matters to investors because it changes who owns the company and how much cash the business has available, which can dilute existing shareholders, affect share liquidity and price discovery, and signal strategic moves or funding needs; think of it as selling a batch of goods to a few trusted customers instead of opening a shop to everyone.
voting common stock financial
"Includes 300,000 shares of voting common stock underlying restricted stock units that vest in equal annual installments..."
SEC Form 4
FORM 4UNITED 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*
Canino Vincent J.

(Last)(First)(Middle)
C/O CAPSTONE GREEN ENERGY HOLDINGS, INC.
16640 STAGG STREET

(Street)
VAN NUYS CALIFORNIA 91406

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Capstone Green Energy Holdings, Inc. [ CGEH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/07/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Voting Common Stock488,333(1)D
Voting Common Stock04/07/2026F5,874(2)D$5.93482,459D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Includes 300,000 shares of voting common stock underlying restricted stock units that vest in equal annual installments on March 11, 2026, and March 11, 2027, respectively, 16,667 shares of voting common stock underlying restricted stock units that vest in equal annual installments on September 9, 2026, and September 9, 2027, respectively, 49,250 shares of voting common stock underlying restricted stock units that vest in three equal annual installments commencing on April 3, 2026 and 75,000 shares of voting common stock purchased in the Issuer private offering.
2. Reflects the deemed disposition of shares of voting common stock to cover the Reporting Person's tax liability in connection with the vesting and settlement of the restricted stock units awarded on April 3, 2025..
Vince J. Canino, Reporting Person04/07/2026
** Signature of Reporting PersonDate
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 CGEH President & CEO Vincent Canino report?

Vincent Canino reported a tax-withholding disposition of 5,874 Capstone Green Energy voting common shares. The shares were withheld to satisfy tax obligations from restricted stock unit vesting, rather than sold in the open market, making this a routine administrative transaction.

At what price were Vincent Canino’s CGEH shares withheld for taxes?

The 5,874 Capstone Green Energy voting common shares were withheld at $5.93 per share. This price applies to the tax-withholding event tied to the vesting and settlement of restricted stock units granted on April 3, 2025, rather than to an open-market sale.

How many Capstone Green Energy (CGEH) shares does Vincent Canino hold after this filing?

Following the tax-withholding disposition, Vincent Canino directly holds 482,459 shares of Capstone Green Energy voting common stock. This position includes significant restricted stock unit awards scheduled to vest over 2026 and 2027 and 75,000 shares purchased in a prior private offering.

Was Vincent Canino’s CGEH transaction an open-market sale or tax withholding?

The transaction was a tax-withholding disposition, not an open-market sale. Shares of Capstone Green Energy were deemed disposed to cover Canino’s tax liability arising from restricted stock unit vesting and settlement, which is a standard mechanism in equity compensation plans.

What restricted stock units does CGEH CEO Vincent Canino currently have outstanding?

Canino’s holdings include 300,000 shares underlying RSUs vesting in 2026 and 2027, 16,667 shares underlying RSUs vesting in 2026 and 2027, and 49,250 shares underlying RSUs vesting in three annual installments starting April 3, 2026, supporting ongoing equity-based compensation alignment.

Did Vincent Canino purchase any CGEH shares outside of equity awards?

Yes. His reported holdings include 75,000 shares of Capstone Green Energy voting common stock purchased in a private offering. This position is separate from the restricted stock units and reflects a direct investment alongside his equity-based compensation awards.