STOCK TITAN

Cue Biopharma (NASDAQ: CUE) exec's tax sell-to-cover after equity grant

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cue Biopharma, Inc. (CUE) officer Michael Vincent Meluzio reported equity compensation activity and related tax sales. He exercised performance stock units, receiving 13,647 shares of Common Stock, and sold 5,628 shares on August 13, 2026 in block trades used to cover tax withholding obligations through a non-discretionary sell-to-cover arrangement. The exercised award represents one-third of a PSU grant tied to stock-price targets, with the remaining two-thirds eligible to settle only if higher share-price hurdles are achieved within a specified performance period.

Positive

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Negative

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Insider Meluzio Michael Vincent
Role VP, Prin. Accounting Officer
Sold 5,628 shs ($169K)
Approx. gross sale proceeds $169K
Type Security Shares Price Value
Exercise Common Stock F4 13,647 $0.00 $0.00
Exercise Common Stock 13,647 $0.00 $0.00
Sale Common Stock F1, F2 1,519 $29.37 $45K
Sale Common Stock F1, F3 4,106 $30.35 $125K
Sale Common Stock F1 3 $31.13 $93.39
Holdings After Transaction: Common Stock — 76,256 shares (Direct)
Footnotes (4)
  1. F1. The sales reported represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sales were to satisfy tax withholding obligations to be funded by a "sell-to-cover" transaction and do not represent discretionary transactions by the reporting person.
  2. F2. The price reported in this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $28.97 to $29.96, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein to the block trades.
  3. F3. The price reported in this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $29.99 to $30.97, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein to the block trades.
  4. F4. The performance stock units ("PSU") were awarded subject to certain stock-price based vesting conditions with vesting comprised of three substantially equal tranches that are eligible to vest based the achievement of a closing price per share of $33.00, $38.50 and $44.00, in each case for a period of five consecutive trading days. If the stock price targets are not satisfied by the period ending 24 months from the date of grant, the PSUs shall automatically be forfeited and cancelled without consideration. The award settled with respect to 1/3 of the PSUs underlying the award on August 13, 2026. The remaining 2/3 of the PSUs underlying the award are expected to settle on the achievement of a closing price per share of $38.50 and $44.00, in each case for a period of five consecutive trading days.
PSUs Exercised into Shares 13,647 shares Performance stock units settled into Common Stock on August 13, 2026
Total Shares Sold 5,628 shares Shares sold on August 13, 2026 to cover tax withholding via sell-to-cover
Sale Price Block 1 $29.37 per share 1,519 shares sold at a weighted average price, within $28.97–$29.96 range
Sale Price Block 2 $30.35 per share 4,106 shares sold at a weighted average price, within $29.99–$30.97 range
Sale Price Block 3 $31.13 per share 3 shares sold at stated per-share price
First PSU Price Hurdle $33.00 per share First of three stock-price targets for PSU vesting, five consecutive trading days
Second PSU Price Hurdle $38.50 per share Second stock-price target for remaining PSU tranches
Third PSU Price Hurdle $44.00 per share Third stock-price target for remaining PSU tranches
performance stock units financial
"The performance stock units ("PSU") were awarded subject to certain stock-price"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
restricted stock units financial
"in connection with the vesting and settlement of restricted stock units."
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.
sell-to-cover financial
"to be funded by a "sell-to-cover" transaction and do not represent"
Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.
weighted average price financial
"The price reported in this line item is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
block trades financial
"These shares were sold as part of block trades for multiple security holders"
A block trade is a single, large buy or sell of shares or bonds arranged privately between big traders rather than piecemeal on the public market. Think of it like buying a whole shipment at once instead of many small shopping trips; it lets large holders move big positions with less immediate disruption but can signal strong buying or selling pressure and cause price swings once the trade is known, so investors watch block trades for clues about market sentiment and liquidity.

FAQ

What transactions did CUE executive Michael Vincent Meluzio report on this Form 4?

Michael Vincent Meluzio reported exercising 13,647 performance stock units into Common Stock and selling 5,628 shares on August 13, 2026. The sales were executed as block trades and used to cover tax withholding obligations via a sell-to-cover arrangement, not as discretionary open-market sales.

How many Cue Biopharma (CUE) shares did Meluzio sell and at what prices?

Meluzio reported selling 5,628 shares of Cue Biopharma Common Stock. This included 1,519 shares at $29.37, 4,106 shares at $30.35, and 3 shares at $31.13 per share, with certain lines reflecting weighted average prices from block trades over stated price ranges.

Were the CUE share sales by Meluzio discretionary trades?

The filing states the sales were not discretionary. The shares were sold to cover tax withholding obligations triggered by the vesting and settlement of restricted stock units, funded through a sell-to-cover transaction for multiple security holders rather than elective open-market selling by Meluzio.

What are the performance conditions on Meluzio’s CUE performance stock units (PSUs)?

Meluzio’s PSUs vest in three tranches based on stock-price hurdles of $33.00, $38.50, and $44.00, each requiring a closing price at or above the target for five consecutive trading days. Any unsatisfied targets by 24 months from grant cause those PSUs to be forfeited.

How much of Meluzio’s Cue Biopharma PSU award vested in August 2026?

On August 13, 2026, one-third of Meluzio’s performance stock unit award settled, delivering 13,647 shares of Common Stock. The remaining two-thirds will only settle if higher stock-price targets of $38.50 and $44.00 are achieved for five consecutive trading days within the performance window.

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

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Learn about SEC filing dates
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*
Meluzio Michael Vincent

(Last)(First)(Middle)
C/O CUE BIOPHARMA, INC.
40 GUEST STREET

(Street)
BOSTON MASSACHUSETTS 02135

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Cue Biopharma, Inc. [ CUE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
VP, Prin. Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026
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
Common Stock08/13/2026M13,647A$054,589D
Common Stock08/13/2026S(1)1,519D$29.37(2)53,070D
Common Stock08/13/2026S(1)4,106D$30.35(3)48,964D
Common Stock08/13/2026S(1)3D$31.1348,961D
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
Common Stock(4)08/13/2026M13,647 (4) (4)Common Stock13,647$027,295D
Explanation of Responses:
1. The sales reported represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sales were to satisfy tax withholding obligations to be funded by a "sell-to-cover" transaction and do not represent discretionary transactions by the reporting person.
2. The price reported in this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $28.97 to $29.96, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein to the block trades.
3. The price reported in this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $29.99 to $30.97, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein to the block trades.
4. The performance stock units ("PSU") were awarded subject to certain stock-price based vesting conditions with vesting comprised of three substantially equal tranches that are eligible to vest based the achievement of a closing price per share of $33.00, $38.50 and $44.00, in each case for a period of five consecutive trading days. If the stock price targets are not satisfied by the period ending 24 months from the date of grant, the PSUs shall automatically be forfeited and cancelled without consideration. The award settled with respect to 1/3 of the PSUs underlying the award on August 13, 2026. The remaining 2/3 of the PSUs underlying the award are expected to settle on the achievement of a closing price per share of $38.50 and $44.00, in each case for a period of five consecutive trading days.
/s/ Michael Meluzio08/17/2026
** 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)