CPS Technologies director exercises 15K options

CPS Technologies director Ralph M. Norwood exercised stock options and had shares withheld for taxes.

Rhea-AI Filing Summary

CPS Technologies director Ralph M. Norwood exercised stock options and had shares withheld for taxes. On May 18, 2026, he exercised options to acquire 15,000 shares of Common Stock at $1.49 per share. To cover tax obligations, 4,178 shares of Common Stock were disposed of at $5.35 per share as a tax-withholding transaction, not an open-market sale. After these transactions, he directly owned 70,341 Common shares and held 53,100 Common Stock Options at a $1.49 exercise price expiring on March 3, 2030.

Insider Trade Summary

15,000 shares exercised/converted

Exercise 3 txns

Insider NORWOOD RALPH M

Role Director

Type	Security	Shares	Price	Value
Exercise	Common Stock Option	15,000	$1.49	$22K
Exercise	Common Stock	15,000	$1.49	$22K
Exercise Price or Tax Liability	Common Stock	4,178	$5.35	$22K

Holdings After Transaction: Common Stock Option — 53,100 contracts (Direct); Common Stock — 70,341 shares (Direct)

Key Figures

Option exercise shares: 15,000 shares Exercise price: $1.49 per share Tax-withholding shares: 4,178 shares +4 more

7 metrics

Option exercise shares 15,000 shares Common Stock acquired via option exercise on May 18, 2026

Exercise price $1.49 per share Common Stock Options converted into Common Stock

Tax-withholding shares 4,178 shares Common Stock delivered to satisfy tax liability at $5.35 per share

Tax-withholding price $5.35 per share Value used for tax-withholding disposition of Common Stock

Shares held after 70,341 shares Total Common Stock directly owned following transactions

Options remaining 53,100 options Common Stock Options remaining after exercise, at $1.49 strike

Option expiration March 3, 2030 Expiration date for remaining Common Stock Options

Key Terms

tax-withholding disposition, derivative security, Common Stock Option, exercise price

4 terms

tax-withholding disposition financial

"4,178 shares were reported as a tax-withholding disposition at $5.35 per share."

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 security financial

"The Form 4 describes the option exercise as an exercise or conversion of a derivative security."

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Common Stock Option financial

"A derivative transaction involved a Common Stock Option for 15,000 underlying shares."

exercise price financial

"The Common Stock Options have a $1.49 per share exercise price."

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

FAQ

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

What insider transaction did CPS Technologies (CPSH) report for Ralph M. Norwood?

CPS Technologies reported that director Ralph M. Norwood exercised stock options and had shares withheld for taxes. He acquired 15,000 Common shares through option exercise and 4,178 shares were disposed of to satisfy tax obligations, leaving him with 70,341 shares owned directly.

How many CPSH shares did Ralph M. Norwood acquire through option exercise?

Ralph M. Norwood acquired 15,000 shares of CPS Technologies Common Stock through option exercise. These shares were obtained by exercising Common Stock Options at a $1.49 per share exercise price on May 18, 2026, increasing his direct share ownership before tax withholding.

What does the 4,178-share tax-withholding disposition mean for CPSH?

The 4,178-share transaction is a tax-withholding disposition, not an open-market sale. Shares were delivered at $5.35 per share to cover tax liabilities related to the option exercise, a routine administrative step often seen with equity compensation events.

How many CPSH shares does Ralph M. Norwood hold after these transactions?

After the reported transactions, Ralph M. Norwood directly holds 70,341 CPS Technologies Common shares. This figure reflects his position following the 15,000-share option exercise and the 4,178-share tax-withholding disposition recorded on May 18, 2026.

What CPS Technologies stock options does Ralph M. Norwood still own?

Following the exercise, Ralph M. Norwood still holds 53,100 Common Stock Options. These options have a $1.49 per share exercise price and an expiration date of March 3, 2030, indicating a remaining derivative stake alongside his direct share ownership.

Was there any open-market buying or selling of CPSH shares in this Form 4?

The Form 4 does not report any open-market purchases or sales. It shows an option exercise for 15,000 shares and a tax-withholding disposition of 4,178 shares, which is a non-market mechanism to satisfy tax obligations on equity compensation.

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

Form 4 Insider Transactions: What Each Field Means →

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

Add on Google Not now

Accepted by SEC EDGAR 05/20/2026 - 09:59 AM 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^*

NORWOOD RALPH M

(Last) (First) (Middle)

111 SOUTH WORCESTER STREET

(Street)

NORTON MASSACHUSETTS 02766

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CPS TECHNOLOGIES CORP/DE/ [ CPSH ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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	05/18/2026		M		15,000	A	$1.49	74,519	D
Common Stock	05/18/2026		F		4,178	D	$5.35	70,341	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
Common Stock Option	$1.49	05/18/2026		M			15,000	03/03/2021	03/03/2030	Common Stock	15,000	$1.49	53,100	D

Explanation of Responses:

	Ralph Norwood	05/20/2026
	** 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)