[Form 4] CPS TECHNOLOGIES CORP/DE/ Insider Trading Activity

Rhea-AI Filing Summary

CPS Technologies CFO Charles Kellogg Jr reported routine stock-based compensation activity. He exercised options for 24,500 shares of Common Stock at $2.142 per share and received the shares directly. To cover tax obligations, 9,810 shares were withheld at $5.35 per share in a tax-withholding disposition, not an open-market sale. After these transactions, he directly owns 90,899 Common Stock shares.

Insider Trade Summary

24,500 shares exercised/converted

Mixed 3 txns

Insider Griffith Charles Kellogg Jr

Role CFO

Type	Security	Shares	Price	Value
Exercise	Common Stock Option	24,500	$2.142	$52K
Exercise	Common Stock	24,500	$2.142	$52K
Tax Withholding	Common Stock	9,810	$5.35	$52K

Holdings After Transaction: Common Stock Option — 30,500 shares (Direct, null); Common Stock — 90,899 shares (Direct, null)

Footnotes (1)

Key Figures

Option exercise shares: 24,500 shares Option exercise price: $2.142/share Tax-withheld shares: 9,810 shares +5 more

8 metrics

Option exercise shares 24,500 shares Common Stock acquired via option exercise

Option exercise price $2.142/share Common Stock option exercise price

Tax-withheld shares 9,810 shares Shares withheld to cover tax liability

Tax-withholding price $5.35/share Value used for tax-withholding disposition

Post-transaction holdings 90,899 shares Common Stock directly owned after transactions

Option conversion price $2.412/share Conversion or exercise price of Common Stock Option

Option expiration February 28, 2035 Expiration date of Common Stock Option

Transaction date May 18, 2026 Date of reported Form 4 transactions

Key Terms

tax-withholding disposition, derivative security, Common Stock Option

3 terms

tax-withholding disposition financial

"To cover tax obligations, 9,810 shares were withheld in a 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 security financial

"The filing describes the option as a derivative security linked to Common Stock."

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

"The filing lists a Common Stock Option covering 24,500 CPS Technologies shares."

Form 4 Insider Transactions: What Each Field Means →

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^*

Griffith Charles Kellogg Jr

(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)

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

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		24,500	A	$2.142	90,899	D
Common Stock	05/18/2026		F		9,810	D	$5.35	81,089	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	$2.412	05/18/2026		M			24,500	04/25/2026	02/28/2035	Common Stock	24,500	$2.142	30,500	D

Explanation of Responses:

	Charles K Griffith Jr	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)

FAQ

What did CPSH CFO Charles Kellogg Jr report in this Form 4?

He reported exercising options for 24,500 CPS Technologies shares and a related tax-withholding disposition of 9,810 shares. These transactions are compensation-related, not open-market trades, and leave him with 90,899 directly owned Common Stock shares.

How many CPSH shares did the CFO acquire through option exercise?

He acquired 24,500 CPS Technologies Common Stock shares by exercising options at $2.142 per share. This converts a derivative award into actual shares as part of his compensation package rather than an open-market purchase on the stock exchange.

What is the nature of the 9,810 CPSH shares disposed by the CFO?

The 9,810 CPS Technologies shares were withheld in a tax-withholding disposition at $5.35 per share. This means shares were surrendered to satisfy tax obligations, not sold in the market, and does not represent a discretionary sale decision.

How many CPSH shares does the CFO own after these transactions?

Following the option exercise and tax withholding, the CFO directly owns 90,899 CPS Technologies Common Stock shares. This figure reflects his updated equity position after converting options into shares and settling associated tax liabilities with a portion of the stock.

Were any CPSH shares bought or sold on the open market in this filing?

No open-market purchases or sales were reported. The filing shows an option exercise for 24,500 shares and a tax-withholding disposition of 9,810 shares, both tied to compensation mechanics rather than discretionary trading in the public market.

What derivative security related to CPSH is mentioned in this Form 4?

The filing lists a Common Stock Option covering 24,500 CPS Technologies shares, with an exercise or conversion price of $2.412 and an expiration date of February 28, 2035. This option was the source of the exercised shares reported.