Cimpress (NASDAQ: CMPR) CEO exercises PSUs and covers tax with shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cimpress plc director and CEO Robert S. Keane reported routine equity compensation activity involving performance share units (PSUs) and ordinary shares. On May 15, 2026, PSUs automatically vested based on performance conditions, resulting in the issuance of 13,112 ordinary shares at a conversion price of $0.00 per share through multiple PSU awards.
To cover tax obligations, 4,522 ordinary shares were disposed of at $93.25 per share as a tax-withholding transaction, a non-market sale to the issuer, leaving 82,677 ordinary shares held directly. Keane also reports substantial indirect ownership of Cimpress ordinary shares through several Delaware LLCs and a Delaware investment trust, including 986,785 shares held by Third Delaware 2011, LLC and 780,000 shares held by Second Delaware 2003, LLC.
The filing notes that each PSU represents a commitment to issue one ordinary share upon determination of performance outcomes, with awards vesting over four years, including an initial 25% vesting and subsequent quarterly vesting at 6.25% of the performance-determined amount.
Positive
- None.
Negative
- None.
Insider Trade Summary
13,112 shares exercised/converted
Mixed
13 txns
Insider
Keane Robert S
Role
CEO, Chairman
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Share Units | 9,579 | $0.00 | -- |
| Exercise | Performance Share Unit | 145 | $0.00 | -- |
| Exercise | Performance Share Units | 3,388 | $0.00 | -- |
| Exercise | Ordinary Shares | 9,579 | $0.00 | -- |
| Exercise | Ordinary Shares | 145 | $0.00 | -- |
| Exercise | Ordinary Shares | 3,388 | $0.00 | -- |
| Tax Withholding | Ordinary Shares | 4,522 | $93.25 | $422K |
| holding | Ordinary Shares | -- | -- | -- |
| holding | Ordinary Shares | -- | -- | -- |
| holding | Ordinary Shares | -- | -- | -- |
| holding | Ordinary Shares | -- | -- | -- |
| holding | Ordinary Shares | -- | -- | -- |
| holding | Ordinary Shares | -- | -- | -- |
Holdings After Transaction:
Performance Share Units — 47,892 shares (Direct, null);
Performance Share Unit — 727 shares (Direct, null);
Ordinary Shares — 83,666 shares (Direct, null);
Ordinary Shares — 28,375 shares (Indirect, By RHS Delaware Holdings LLC)
Footnotes (1)
- The shares acquired automatically vested pursuant to an award of performance share units (PSUs), with each PSU representing Cimpress' commitment to issue one ordinary share following the determination of the number of shares issuable pursuant to the award based on the level of achievement against the performance conditions. Includes 28,375 shares held by RHS Delaware Holdings LLC, of which Eastern Irrevocable, LLC and Western Irrevocable, LLC are the sole owners. These PSUs vest over the following four-year period: 25% of the number of shares determined to be issuable pursuant to the award based on the level of achievement against the performance conditions vest on the Date Exercisable shown in Table II and 6.25% of such number of shares vest quarterly thereafter.
Key Figures
PSU exercises into ordinary shares: 13,112 ordinary shares
Tax-withholding disposition: 4,522 ordinary shares at $93.25/share
Direct holdings after transactions: 82,677 ordinary shares
+5 more
8 metrics
PSU exercises into ordinary shares
13,112 ordinary shares
Shares issued from PSU vesting on May 15, 2026 at $0.00 conversion price
Tax-withholding disposition
4,522 ordinary shares at $93.25/share
Shares delivered to cover tax liability on May 15, 2026
Direct holdings after transactions
82,677 ordinary shares
Direct Cimpress ordinary shares held by Robert S. Keane after May 15, 2026 events
Indirect holdings via Third Delaware 2011, LLC
986,785 ordinary shares
Indirect Cimpress ownership reported through Third Delaware 2011, LLC
Indirect holdings via Second Delaware 2003, LLC
780,000 ordinary shares
Indirect Cimpress ownership reported through Second Delaware 2003, LLC
Remaining PSUs in one award
30,489 performance share units
PSUs remaining after the May 15, 2026 transaction in one grant
Additional PSU award balance
727 performance share units
Balance of another PSU grant after May 15, 2026
Further PSU award balance
47,892 performance share units
Balance of a third PSU grant after May 15, 2026
Key Terms
performance share units, tax-withholding disposition, Ordinary Shares, derivative exercise/conversion, +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.
derivative exercise/conversion financial
""transaction_action": "derivative exercise/conversion""
performance conditions financial
"based on the level of achievement against the performance conditions."
FAQ
What insider transactions did Cimpress (CMPR) CEO Robert S. Keane report?
Robert S. Keane reported PSU vesting that issued 13,112 Cimpress ordinary shares at a $0.00 conversion price, plus a 4,522-share tax-withholding disposition at $93.25 per share. These are compensation and tax events, not open-market purchases or sales.
Were the Cimpress (CMPR) Form 4 transactions open-market buys or sells?
The filing shows no open-market buys or sells. It reports PSU exercises that issued 13,112 ordinary shares at $0.00 and a 4,522-share tax-withholding disposition at $93.25, which is a non-market transfer to cover tax liabilities on vested equity awards.