Emergent BioSolutions (NYSE: EBS) SVP cuts PSU payout and updates share stake

Rhea-AI Filing Summary

Emergent BioSolutions SVP, Bioservices William Hartzel reported routine equity award adjustments and tax withholding transactions in company stock. On February 6, 2026, 5,771 performance stock units tied to 2023–2025 goals were disposed of after the Compensation Committee certified performance at 25% of target, resulting in a smaller share payout than originally reported.

On the same date, 630 shares of common stock were withheld to cover taxes on vested restricted stock units. After these transactions, Hartzel directly owned 96,681 shares of Emergent BioSolutions common stock.

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

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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^*

Hartzel William

(Last) (First) (Middle)

300 PROFESSIONAL DRIVE

(Street)

GAITHERSBURG MD 20879

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Emergent BioSolutions Inc. [ EBS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Bioservices

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/06/2026		D		5,771(1)	D	$10.92	97,311	D
Common Stock	02/06/2026		F		630(2)	D	$10.92	96,681	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

Explanation of Responses:

1. Consists of performance stock units granted under the Emergent BioSolutions Inc. Stock Incentive Plan. Each PSU represents a right to receive one share of common stock. The PSUs vest upon achievement with respect to both cumulative revenues and adjusted EBITDA as a percentage of total GAAP revenue calculated on a cumulative basis over the three-year period beginning January 1, 2023 and ending December 31, 2025. On February 06, 2026, the final certification date, the Compensation Committee certified the achievement of the 2023-2025 PSUs at a payout factor of 25% of target resulting in the actual award of 1,922 shares of common stock, which is less than the 7,693 shares previously reported on March 02, 2023 and June 09, 2023.

2. Represents shares of common stock withheld to pay taxes associated with vesting and settlement of restricted stock units

Remarks:

	/s/ Richard S. Lindahl, Attorney-in-fact	02/10/2026
	** 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).
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FAQ

What insider activity did EBS SVP William Hartzel report on this Form 4?

William Hartzel reported a PSU adjustment and tax withholding. He disposed of 5,771 performance stock units after certification of results and had 630 shares withheld to cover taxes on vested restricted stock units, leaving him with 96,681 directly owned Emergent BioSolutions shares.

How were Emergent BioSolutions (EBS) 2023–2025 performance stock units certified?

The 2023–2025 PSUs were certified at 25% of target. The Compensation Committee determined a 25% payout factor based on cumulative revenue and adjusted EBITDA goals for 2023–2025, leading to an actual award of 1,922 shares versus 7,693 shares previously reported as target.

Why did Emergent BioSolutions withhold 630 EBS shares from William Hartzel?

The 630 withheld shares covered tax obligations. These common shares were retained by Emergent BioSolutions to pay taxes due upon vesting and settlement of restricted stock units, a standard mechanism that avoids the insider making a separate cash payment for withholding taxes.

How many Emergent BioSolutions (EBS) shares does William Hartzel own after these transactions?

William Hartzel directly owns 96,681 EBS shares after the filings. Following the 5,771-share PSU disposition and 630-share tax withholding, his beneficially owned common stock position, held directly, is reported as 96,681 shares in this Form 4.

What performance period governed the Emergent BioSolutions PSUs in this Form 4?

The PSUs covered a three-year period from 2023 to 2025. Vesting depended on cumulative revenues and adjusted EBITDA as a percentage of total GAAP revenue from January 1, 2023 through December 31, 2025, with final certification completed on February 6, 2026.

How did the certified PSU payout compare with Emergent BioSolutions’ earlier PSU disclosures?

The certified PSU payout was below earlier reported target amounts. The Committee’s 25% payout factor produced an award of 1,922 shares of common stock, less than the 7,693 target shares previously reported in earlier disclosures in March and June 2023.