DOCU Form 4: RSU and PSU Settlements Increase Executive Ownership
Rhea-AI Filing Summary
James P. Shaughnessy, Chief Legal Officer of DocuSign (DOCU), reported insider transactions dated 09/15/2025. The filing shows 20,966 shares were acquired and 9,841 shares were withheld to satisfy tax obligations, leaving the reporting person with 62,942 total shares after the non-derivative transactions. The Form 4 details multiple restricted stock units (RSUs) and performance stock units (PSUs) that vested or were settled on that date, with specified vesting schedules and performance conditions tied to subscription revenue and free cash flow for FY24 and FY25.
Positive
- Executive ownership increased through settlement of 20,966 shares, which can align management and shareholder interests
- Performance-based PSUs tie a portion of compensation to subscription revenue and free cash flow, capped at 200% of target
Negative
- 9,841 shares were withheld to satisfy tax obligations, reducing the net increase in outstanding shares held by the reporting person
- No open-market purchases were reported; the changes reflect internal equity settlements rather than fresh insider purchases
Insights
TL;DR: Routine executive vesting and tax-withholding transactions; no new cash purchases or sales reported.
The Form 4 documents settlement of vested equity awards for the Chief Legal Officer, including RSUs and PSUs, and the issuer withholding shares to satisfy tax liabilities. Transaction codes indicate vesting/settlement activity rather than open-market trades. The PSUs have performance-based vesting tied to subscription revenue and free cash flow for FY24 and FY25, each capped at 200% of target, which is material for executive compensation alignment but does not, by itself, change public capital structure.
TL;DR: Settlement of long-term incentive awards with standard vesting schedules and tax withholding; governance implications are routine.
The filing lists multiple RSU grant tranches with staggered vesting commencement dates (June 10, 2022; July 10, 2022; May 10, 2023; May 10, 2024; May 10, 2025) and PSUs tied to specific FY performance periods. The RSUs include accelerated vesting upon certain terminations or change in control. These terms align executive incentives with multi-year performance metrics and retention, reflecting standard governance practice for senior officers.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 4,391 | $0.00 | -- |
| Exercise | Restricted Stock Units | 2,931 | $0.00 | -- |
| Exercise | Restricted Stock Units | 2,187 | $0.00 | -- |
| Exercise | Restricted Stock Units | 3,370 | $0.00 | -- |
| Exercise | Restricted Stock Units | 3,457 | $0.00 | -- |
| Exercise | Performance Stock Units | 536 | $0.00 | -- |
| Exercise | Performance Stock Units | 1,458 | $0.00 | -- |
| Exercise | Performance Stock Units | 1,092 | $0.00 | -- |
| Exercise | Performance Stock Units | 1,544 | $0.00 | -- |
| Exercise | Common Stock | 20,966 | $0.00 | -- |
| Tax Withholding | Common Stock | 9,841 | $0.00 | -- |
Footnotes (1)
- Represents shares withheld by the Issuer to satisfy a tax obligation realized by the Reporting Person upon the vesting and settlement of restricted stock units ("RSUs") or performance-vested restricted stock units ("PSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest 35% on the one year anniversary of the grant date, 35% in equal quarterly installments after year one, 15% in equal quarterly installments after year two, and 15% in equal quarterly installments after year 3, with a vesting commencement date of June 10, 2022, in each case subject to the Reporting Person being a service provider through each such date. The restricted stock units are subject to accelerated vesting in the event of a termination of employment of the Reporting Person including under certain circumstances following a change in control of the Issuer. The RSUs do not expire; they either vest or are canceled prior to vesting date. The RSUs will vest in equal quarterly installments over four years, with a vesting commencement date of July 10, 2022, in each case subject to the Reporting Person being a service provider through each such date. The restricted stock units are subject to accelerated vesting in the event of a termination of employment of the Reporting Person including under certain circumstances following a change in control of the Issuer. The RSUs will vest in equal quarterly installments over four years, with a vesting commencement date of May 10, 2023, in each case subject to the reporting person being a service provider through such date. The RSUs will vest in equal quarterly installments over four years, with a vesting commencement date of May 10, 2024, in each case subject to the reporting person being a service provider through such date. The RSUs will vest quarterly over a four year period commencing May 10, 2025, with 40% vesting during year 1, 35% vesting during year 2, 15% vesting during year 3, and 10% vesting during year 4, in each case subject to the Reporting Person being a service provider through each such date. Each PSU represents a contingent right to receive one share of the Issuer's common stock. The PSUs will vest depending on the Company's subscription revenue for the twelve-month period ended January 31, 2024 (the "FY24 Performance Period"). The maximum number of the subscription revenue-based PSUs that may vest is capped at 200% of the target number of subscription revenue-based PSUs. To the extent achieved, 1/3 of any achieved subscription revenue-based PSUs will vest following the one-year anniversary of the date of grant and the balance will vest in eight equal quarterly installments thereafter, subject to continued service with certain limited exceptions. The PSUs will vest depending on the Company's free cash flow for the FY24 Performance Period. The maximum number of free cash flow-based PSUs that may vest is capped at 200% of the target number of free cash flow-based PSUs. To the extent achieved, 1/3 of any achieved free cash flow-based PSUs will vest following the one-year anniversary of the date of grant and the balance will vest in eight equal quarterly installments thereafter subject to continued service with certain limited exceptions. The PSUs will vest depending on the Company's subscription revenue for the twelve-month period ended January 31, 2025 (the "FY25 Performance Period"). The maximum number of subscription revenue-based PSUs that may vest is capped at 200% of the target number of subscription revenue-based PSUs. To the extent achieved, 1/3 of any achieved subscription revenue-based PSUs will vest following the one-year anniversary of the date of grant and the balance will vest in eight equal quarterly installments thereafter, subject to continued service with certain limited exceptions. The PSUs will vest depending on the Company's free cash flow for the FY25 Performance Period. The maximum number of free cash flow-based PSUs that may vest is capped at 200% of the target number of free cash flow-based PSUs. To the extent achieved, 1/3 of any achieved free cash flow-based PSUs will vest following the one-year anniversary of the date of grant and the balance will vest in eight equal quarterly installments thereafter, subject to continued service with certain limited exceptions.
