CPS Technologies (CPSH) director exercises 20K options, with shares withheld for tax

Rhea-AI Filing Summary

CPS Technologies director Ralph M. Norwood exercised stock options and had shares withheld for taxes. He exercised options for 20,000 shares of Common Stock at $1.555 per share, converting a derivative position into common shares. To cover tax obligations, 7,199 shares of Common Stock were disposed of at $4.32 per share as a tax-withholding transaction, not an open-market sale. After these transactions, he directly holds 59,519 shares of Common Stock.

Insights

Equity compensation analyst

Routine option exercise with shares withheld for taxes; no open‑market buying or selling.

Director Ralph M. Norwood exercised options for 20,000 shares of CPS Technologies Common Stock at $1.555 per share. This converts a derivative award into actual share ownership, a common feature of equity compensation.

To satisfy tax obligations, 7,199 shares were disposed of at $4.32 per share through a tax-withholding disposition, which is not an open-market sale. Following these moves, Norwood directly owns 59,519 common shares, indicating the net result is an increase in his shareholdings.

The filing lists 0% net open-market buying or selling activity, and May 11, 2026 is the effective transaction date. Overall, this looks like a routine compensation-related transaction rather than a signal-driven trade.

Insider Trade Summary

20,000 shares exercised/converted

Mixed 3 txns

Insider NORWOOD RALPH M

Role null

Type	Security	Shares	Price	Value
Exercise	Common Stock Option	20,000	$1.555	$31K
Exercise	Common Stock	20,000	$1.555	$31K
Tax Withholding	Common Stock	7,199	$4.32	$31K

Holdings After Transaction: Common Stock Option — 68,100 shares (Direct, null); Common Stock — 66,718 shares (Direct, null)

Footnotes (1)

Key Figures

Options exercised: 20,000 shares Exercise price: $1.555 per share Tax withholding shares: 7,199 shares +4 more

7 metrics

Options exercised 20,000 shares Common Stock options exercised at $1.555 per share on May 11, 2026

Exercise price $1.555 per share Strike price for 20,000 Common Stock options

Tax withholding shares 7,199 shares Common Stock disposed for tax withholding at $4.32 per share

Tax withholding price $4.32 per share Price used for 7,199-share tax-withholding disposition

Post-transaction holdings 59,519 shares Common Stock directly owned after transactions

Transaction code F shares 7,199 shares Code F, tax-withholding disposition of Common Stock

Transaction code M shares 20,000 shares Code M, exercise of derivative security into Common Stock

Key Terms

tax-withholding disposition, Exercise or conversion of derivative security, Common Stock Option, derivative security

4 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.

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

Common Stock Option financial

"security_title: Common Stock Option"

derivative security financial

"transaction_type: derivative"

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.

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^*

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)
05/11/2026

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	05/11/2026		M		20,000	A	$1.555	66,718	D
Common Stock	05/11/2026		F		7,199	D	$4.32	59,519	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	$1.555	05/11/2026		M			20,000	02/23/2019	02/17/2027	Common Stock	20,000	$1.555	68,100	D

Explanation of Responses:

	Ralph Norwood	05/12/2026
	** 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 insider transaction did CPSH director Ralph M. Norwood report?

Ralph M. Norwood reported exercising stock options for 20,000 CPS Technologies shares. In the same filing, he also reported a tax-related share disposition, both dated May 11, 2026, reflecting routine equity compensation activity rather than open-market trading.

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

He acquired 20,000 CPS Technologies (CPSH) Common Stock shares via option exercise. The options were exercised at a price of $1.555 per share, converting a derivative award into directly owned common shares according to the Form 4 data.

At what price were Ralph M. Norwood’s CPSH options exercised and shares withheld?

The options were exercised at $1.555 per CPS Technologies share. For tax withholding, 7,199 common shares were disposed of at $4.32 per share, a mechanism to cover tax obligations rather than an ordinary market sale.

Why were 7,199 CPSH shares disposed of in Ralph M. Norwood’s Form 4?

The 7,199 CPS Technologies shares were disposed of as a tax-withholding transaction. The Form 4 identifies this as payment of tax liability by delivering securities, meaning the shares covered taxes on the option exercise, not an open-market sale.

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

Following the reported transactions, Ralph M. Norwood directly owns 59,519 CPS Technologies common shares. This post-transaction figure in the Form 4 shows his net equity position after exercising options and settling tax obligations in shares.

Does Ralph M. Norwood’s CPSH Form 4 show open-market buying or selling?

The Form 4 shows no open-market buying or selling of CPS Technologies shares. It reports one option exercise and one tax-withholding disposition, indicating compensation-related activity rather than discretionary market trades by the director.