STOCK TITAN

Cue Biopharma (NASDAQ: CUE) PSU vesting drives tax share sales

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cue Biopharma, Inc. officer Sumita Ray reported a derivative PSU exercise and related share sales on August 13, 2026. A block of 18,196 common shares was issued upon settlement of performance stock units, while a matched 18,196 underlying derivative position was exercised and disposed.

To fund tax withholding from this vesting, Ray reported sell-to-cover transactions totaling 8,829 shares, including 2,383 shares at a weighted average price of $29.37 (range $28.97–$29.96), 6,442 shares at a weighted average price of $30.35 (range $29.99–$30.97), and 4 shares at $31.13. The PSUs vest in three equal tranches tied to stock-price targets of $33.00, $38.50, and $44.00 achieved over five consecutive trading days within 24 months of grant; one-third settled on August 13, 2026, with the remaining two-thirds expected to settle upon achievement of the higher targets.

Positive

  • None.

Negative

  • None.
Insider Ray Sumita
Role Chief Legal Compliance Officer
Sold 8,829 shs ($266K)
Approx. gross sale proceeds $266K
Type Security Shares Price Value
Exercise Common Stock F4 18,196 $0.00 $0.00
Exercise Common Stock 18,196 $0.00 $0.00
Sale Common Stock F1, F2 2,383 $29.37 $70K
Sale Common Stock F1, F3 6,442 $30.35 $196K
Sale Common Stock F1 4 $31.13 $124.52
Holdings After Transaction: Common Stock — 154,938 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 settled into shares 18,196 shares Common shares issued upon settlement of performance stock units on August 13, 2026
Shares sold to cover taxes 8,829 shares Total common shares sold in sell-to-cover transactions on August 13, 2026
Weighted average sale price block 1 $29.37 per share 2,383 shares sold at weighted average price, range $28.97–$29.96
Weighted average sale price block 2 $30.35 per share 6,442 shares sold at weighted average price, range $29.99–$30.97
Sale price small lot $31.13 per share 4 shares sold at $31.13
First PSU vesting price target $33.00 per share Stock-price condition for first PSU tranche, five consecutive trading days
Second PSU vesting price target $38.50 per share Stock-price condition for second PSU tranche, five consecutive trading days
Third PSU vesting price target $44.00 per share Stock-price condition for third PSU tranche, five consecutive trading days
performance stock units ("PSU") financial
"The performance stock units ("PSU") were awarded subject to certain stock-price"
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.

FAQ

What did CUE officer Sumita Ray report on this Form 4 for August 13, 2026?

Sumita Ray reported exercise and settlement of 18,196 performance stock units into common stock and related sell-to-cover sales of 8,829 shares of Cue Biopharma, Inc. common stock to cover tax withholding obligations.

How many Cue Biopharma (CUE) shares were sold by Sumita Ray to cover taxes?

Ray reported selling a total of 8,829 shares of Cue Biopharma common stock. Footnotes state these were sell-to-cover transactions solely to satisfy tax withholding obligations from PSU vesting, not discretionary sales.

At what prices were Sumita Ray’s CUE shares sold in the reported Form 4?

Reported sales included 2,383 shares at a weighted average of $29.37 (range $28.97–$29.96), 6,442 shares at a weighted average of $30.35 (range $29.99–$30.97), and 4 shares at $31.13, all in block trades.

What performance conditions apply to the PSUs reported by Sumita Ray at CUE?

The PSUs vest in three equal tranches based on CUE’s stock closing at $33.00, $38.50, and $44.00 for five consecutive trading days. If the targets are not met within 24 months of grant, the unvested PSUs are forfeited.

How many Cue Biopharma (CUE) PSUs settled for Sumita Ray on August 13, 2026?

One-third of Ray’s PSU award settled, corresponding to 18,196 common shares. Footnotes explain this tranche settled on August 13, 2026, with remaining two-thirds expected upon reaching higher stock-price targets.

Were Sumita Ray’s CUE stock sales under a discretionary plan?

Footnotes state the sales were solely to cover tax withholding obligations via a sell-to-cover arrangement in connection with PSU vesting and do not represent discretionary transactions by the reporting person.

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*
Ray Sumita

(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)XOther (specify below)
Chief Legal Compliance OfficerCorporate Secretary
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 Stock08/13/2026M18,196A$0127,374D
Common Stock08/13/2026S(1)2,383D$29.37(2)124,991D
Common Stock08/13/2026S(1)6,442D$30.35(3)118,549D
Common Stock08/13/2026S(1)4D$31.13118,545D
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)08/13/2026M18,196 (4) (4)Common Stock18,196$036,393D
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/ Sumita Ray08/17/2026
** 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)