STOCK TITAN

Emergent BioSolutions (NYSE: EBS) director sells shares, receives new awards

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Emergent BioSolutions director Kathryn C. Zoon reported routine equity compensation and related share sales. On April 30, 2026, she received 25,344 restricted stock units for Board and Committee service and 11,296 stock options with a $7.99 exercise price, both vesting the day before the one-year grant anniversary, subject to continued board service.

On May 1, 2026, she sold a total of 17,202 shares of common stock in open-market transactions at weighted average prices of $8.36 and $8.97 per share under a Rule 10b5-1 trading plan dated May 16, 2025, to satisfy tax obligations from RSUs vesting on April 29, 2026. After these transactions, she directly holds 79,941 common shares.

Positive

  • None.

Negative

  • None.

Insights

Routine director equity awards with tax-related share sales under a 10b5-1 plan.

Emergent BioSolutions director Kathryn C. Zoon received 25,344 RSUs and 11,296 stock options at an exercise price of $7.99 for Board and Committee service. These awards vest on the day before the one-year anniversary of the April 30, 2026 grant date, contingent on continued board membership.

She sold 17,202 common shares at weighted average prices of $8.36 and $8.97 per share on May 1, 2026. Footnotes state the sales were executed under a Rule 10b5-1 trading plan to cover tax obligations tied to RSU vesting on April 29, 2026, which indicates a mechanistic, tax-driven disposition rather than a discretionary directional trade.

Following these transactions, she holds 79,941 common shares directly and 11,296 unvested options. The mix of new awards and tax-related sales, together with the pre-arranged trading plan, supports interpreting this Form 4 as routine compensation and portfolio maintenance rather than a thesis-changing signal.

Insider Zoon Kathryn C
Role null
Sold 17,202 shs ($144K)
Type Security Shares Price Value
Sale Common Stock 16,145 $8.36 $135K
Sale Common Stock 1,057 $8.97 $9K
Grant/Award Stock Option (Right to Buy) 11,296 $0.00 --
Grant/Award Common Stock 25,344 $0.00 --
Holdings After Transaction: Common Stock — 80,998 shares (Direct, null); Stock Option (Right to Buy) — 11,296 shares (Direct, null)
Footnotes (1)
  1. Represents an annual grant of restricted stock units ("RSUs") granted under the Company's Stock Incentive plan, as amended and restated, for Board and Committee service. Each RSU represents a right to receive one share of Emergent BioSolutions Inc. (the "Company") common stock upon vesting. The shares underlying the RSUs will vest on the day prior to the one-year anniversary of the grant date ("Annual Grant Vesting Date"), subject to the reporting person remaining a member of the Company's board of directors through the Annual Grant Vesting Date. Represents the number of shares sold by the Reporting Person. Shares were sold pursuant to a Rule 10b5-1 trading plan, dated May 16, 2025, for the purpose of satisfying tax obligations relating to the vesting of RSUs on April 29, 2026. The price reported in Column 4 is a weighted average price for sales executed on the same day within a one-dollar price range. These shares were sold in multiple transactions at prices ranging from $7.77 to $8.70, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder 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 above. The price reported in Column 4 is a weighted average price for sales executed on the same day within a one-dollar price range. These shares were sold in multiple transactions at prices ranging from $8.79 to $8.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder 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 above. Consists of stock options granted under the Company's Stock Incentive Plan, as amended and restated, for Board and Committee service. The shares underlying the options will vest on the Annual Grant Vesting Date, subject to the reporting person remaining a member of the Company's board of directors through the Annual Grant Vesting Date. Each stock option represents a right to purchase one share of the Company's common stock upon vesting at the exercise price. The number of options granted was determined by multiplying 25% of the total non-employee director compensation value, and then dividing by the Black-Scholes value of a single option calculated as of the date of the grant.
RSU grant 25,344 shares Annual RSU award for Board and Committee service on April 30, 2026
Stock options granted 11,296 options at $7.99 Director stock options granted April 30, 2026; exercise price per share
Shares sold 17,202 shares Common stock sold May 1, 2026 in open-market transactions
Weighted avg sale price 1 $8.36 per share 16,145 shares sold May 1, 2026; weighted average price
Weighted avg sale price 2 $8.97 per share 1,057 shares sold May 1, 2026; weighted average price
Post-transaction holdings 79,941 shares Common shares directly held after reported transactions
Sale price ranges $7.77–$8.70 and $8.79–$8.99 Price ranges for multiple executions underlying weighted averages
restricted stock units ("RSUs") financial
"Represents an annual grant of restricted stock units ("RSUs") granted under the Company's Stock Incentive plan"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Rule 10b5-1 trading plan regulatory
"Shares were sold pursuant to a Rule 10b5-1 trading plan, dated May 16, 2025"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported in Column 4 is a weighted average price for sales executed on the same day"
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.
Stock Incentive Plan financial
"granted under the Company's Stock Incentive plan, as amended and restated, for Board and Committee service"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
Black-Scholes value financial
"dividing by the Black-Scholes value of a single option calculated as of the date of the grant"
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).
X
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*
Zoon Kathryn C

(Last)(First)(Middle)
300 PROFESSIONAL DRIVE

(Street)
GAITHERSBURG MARYLAND 20879

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Emergent BioSolutions Inc. [ EBS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026
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 Stock04/30/2026A25,344(1)A$097,143D
Common Stock05/01/2026S16,145(2)D$8.36(3)80,998D
Common Stock05/01/2026S1,057(2)D$8.97(4)79,941D
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
Stock Option (Right to Buy)$7.9904/30/2026A11,296 (5)04/30/2033Common Stock11,296(6)$011,296D
Explanation of Responses:
1. Represents an annual grant of restricted stock units ("RSUs") granted under the Company's Stock Incentive plan, as amended and restated, for Board and Committee service. Each RSU represents a right to receive one share of Emergent BioSolutions Inc. (the "Company") common stock upon vesting. The shares underlying the RSUs will vest on the day prior to the one-year anniversary of the grant date ("Annual Grant Vesting Date"), subject to the reporting person remaining a member of the Company's board of directors through the Annual Grant Vesting Date.
2. Represents the number of shares sold by the Reporting Person. Shares were sold pursuant to a Rule 10b5-1 trading plan, dated May 16, 2025, for the purpose of satisfying tax obligations relating to the vesting of RSUs on April 29, 2026.
3. The price reported in Column 4 is a weighted average price for sales executed on the same day within a one-dollar price range. These shares were sold in multiple transactions at prices ranging from $7.77 to $8.70, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder 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 above.
4. The price reported in Column 4 is a weighted average price for sales executed on the same day within a one-dollar price range. These shares were sold in multiple transactions at prices ranging from $8.79 to $8.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder 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 above.
5. Consists of stock options granted under the Company's Stock Incentive Plan, as amended and restated, for Board and Committee service. The shares underlying the options will vest on the Annual Grant Vesting Date, subject to the reporting person remaining a member of the Company's board of directors through the Annual Grant Vesting Date. Each stock option represents a right to purchase one share of the Company's common stock upon vesting at the exercise price.
6. The number of options granted was determined by multiplying 25% of the total non-employee director compensation value, and then dividing by the Black-Scholes value of a single option calculated as of the date of the grant.
Remarks:
/s/ Richard S. Lindahl, Attorney-in-fact05/04/2026
** 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)

FAQ

What insider transactions did EBS director Kathryn C. Zoon report?

Kathryn C. Zoon reported receiving 25,344 restricted stock units and 11,296 stock options, then selling 17,202 Emergent BioSolutions common shares. The sales occurred in open-market transactions shortly after the equity awards and were linked to tax obligations from RSU vesting.

Why did Kathryn C. Zoon sell Emergent BioSolutions (EBS) shares?

The filing states Zoon’s share sales were to satisfy tax obligations arising from RSUs that vested on April 29, 2026. The transactions were executed under a pre-arranged Rule 10b5-1 trading plan dated May 16, 2025, indicating a pre-planned, tax-driven disposition.

How many Emergent BioSolutions shares did Kathryn C. Zoon sell and at what prices?

Zoon sold a total of 17,202 common shares. One trade involved 16,145 shares at a weighted average price of $8.36, and another involved 1,057 shares at a weighted average price of $8.97, across multiple executions within stated one-dollar price ranges.

What equity awards did Kathryn C. Zoon receive from Emergent BioSolutions (EBS)?

She received 25,344 restricted stock units and 11,296 stock options for Board and Committee service. Each RSU and option relates to one common share, with the options carrying a $7.99 exercise price and vesting on the day before the one-year anniversary of the grant date.

How many Emergent BioSolutions shares does Kathryn C. Zoon hold after these transactions?

After the reported transactions, Zoon directly holds 79,941 shares of Emergent BioSolutions common stock. She also has 11,296 stock options outstanding that were granted on April 30, 2026, which will vest after the specified one-year service-based vesting period.

What is the vesting schedule for Kathryn C. Zoon’s new RSUs and options at EBS?

Both the 25,344 RSUs and 11,296 stock options vest on the day prior to the one-year anniversary of the April 30, 2026 grant date. Vesting is conditioned on Zoon remaining a member of Emergent BioSolutions’ board of directors through that Annual Grant Vesting Date.