Doximity Form 4: Option exercise and 10b5-1 sale by director Benjamin Regina M.
Rhea-AI Filing Summary
Doximity director Benjamin Regina M. reported transactions on 09/12/2025. The Form 4 shows conversion and movements among Class A and Class B common stock and option activity. The reporting person acquired 5,000 shares of Class A common stock via conversion and exercised a stock option providing the right to buy 5,000 shares at $2.21. Concurrently, 5,000 shares of Class A common stock were sold under a Rule 10b5-1 trading plan at a price of $70.50 per share. After these transactions the reporting person beneficially owned 19,839 shares of Class A and 356,138 shares of Class B common stock (Class B converts 1:1 to Class A).
Positive
- Transparent disclosure of insider transactions including conversion, option activity, and sale under a Rule 10b5-1 plan
- Sale executed under a 10b5-1 plan, indicating pre-established, rules-compliant liquidity rather than opportunistic trading
- Significant residual ownership retained: 356,138 shares of Class B common stock, preserving concentrated ownership
Negative
- Insider sale of 5,000 Class A shares at $70.50 reduces the reporting person's liquid Class A stake to 19,839 shares
- Potential dilution from exercised option (5,000 shares) increases outstanding shares if exercised and settled in stock
Insights
TL;DR: Director sold a small block via a pre-established 10b5-1 plan while exercising vested options; ownership remains concentrated.
The reported sale of 5,000 Class A shares at $70.50 appears to have occurred automatically under a Rule 10b5-1 plan adopted February 26, 2025, reducing Class A holdings to 19,839 shares. The reporting person continues to hold a substantial position in Class B stock (356,138 shares), which converts to Class A on specified events, maintaining significant voting/ownership influence. The option exercised (or exercisable) at $2.21 for 5,000 shares reflects prior compensation vesting and is economically distinct from the 10b5-1 sale.
TL;DR: Transaction is routine insider liquidity using pre-set plan; no governance change disclosed.
The Form 4 discloses typical director activity: option vesting schedule from a 2020 grant and a scheduled sale under a 10b5-1 plan. There is no indication of a change in board status or transfer that would trigger automatic conversion beyond ordinary plan terms. The continued large Class B holding suggests sustained control alignment with existing capital structure rather than a shift in governance.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (Right to Buy) | 5,000 | $0.00 | -- |
| Exercise | Class B Common Stock | 5,000 | $0.00 | -- |
| Conversion | Class B Common Stock | 5,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 5,000 | $0.00 | -- |
| Sale | Class A Common Stock | 5,000 | $70.50 | $353K |
Footnotes (1)
- Each share of Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"), converted into one share of Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), at the option of the holder. The sales reported in this Form 4 occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 26, 2025. The stock option vested in 36 equal monthly installments after September 2, 2020, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date. The stock option was granted on September 2, 2020. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock, upon the following: (1) the sale or transfer of such share of Class B Common Stock, except for certain permitted transfers described in the Issuer's amended and restated certificate of incorporation; (2) the death or incapacity of the Reporting Person; and (3) on the final conversion date, defined as the earlier of (a) the tenth anniversary of the effectiveness of the registration statement in connection with the Issuer's initial public offering; or (b) the date specified by a vote of the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, voting as a single class.
