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8x8 (EGHT) Chief Legal Officer reports PSU vesting and 32,098 shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

8x8, Inc. Chief Legal Officer Laurence Denny reported equity compensation activity tied to performance share units (PSUs). On May 27, 2026, portions of two PSU awards granted on September 15, 2024 and June 6, 2025 vested at 111% of target, making 41,625 and 31,746 common shares issuable, respectively.

From these amounts, 23,415 and 17,858 shares were issued to Denny, while 18,210 and 13,888 shares were withheld by 8x8 to cover tax obligations at a reference price of $2.12 per share, which the filing notes are not open-market sales. Following these transactions, Denny directly holds 409,634 shares of 8x8 common stock.

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Insider Denny Laurence
Role Chief Legal Officer
Type Security Shares Price Value
Grant/Award Common Stock 41,625 $0.00 --
Tax Withholding Common Stock 18,210 $2.12 $39K
Grant/Award Common Stock 31,746 $0.00 --
Tax Withholding Common Stock 13,888 $2.12 $29K
Holdings After Transaction: Common Stock — 409,634 shares (Direct, null)
Footnotes (1)
  1. The reporting person was awarded 112,500 performance share units (PSUs) on September 15, 2024, which were eligible to vest in three equal installments based on achievement of each associated performance goal. On May 27, 2026, the second installment of 37,500 PSUs vested at 111% of target, such that 41,625 shares became issuable. Of these shares, 23,415 were issued to the reporting person and the remaining 18,210 were withheld to pay the associated tax liability. Represents the number of shares of Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the vested PSUs and does not represent a sale by the reporting person. The reporting person was awarded 85,800 performance share units (PSUs) on June 6, 2025, which were eligible to vest in three equal installments based on achievement of each associated performance goal. On May 27, 2026, the first installment of 28,600 PSUs vested at 111% of target, such that 31,746 shares became issuable. Of these shares, 17,858 were issued to the reporting person and the remaining 13,888 were withheld to pay the associated tax liability.
2024 PSU award size 112,500 PSUs Granted September 15, 2024
2025 PSU award size 85,800 PSUs Granted June 6, 2025
Shares issuable from 2024 PSU vesting 41,625 shares Second installment vested at 111% of target on May 27, 2026
Shares issuable from 2025 PSU vesting 31,746 shares First installment vested at 111% of target on May 27, 2026
Shares withheld for taxes (2024 PSU) 18,210 shares Tax withholding on vested PSUs
Shares withheld for taxes (2025 PSU) 13,888 shares Tax withholding on vested PSUs
Tax withholding reference price $2.12 per share Used for F-code tax-withholding dispositions
Shares held after transactions 409,634 shares Direct ownership following May 27, 2026 activity
performance share units financial
"The reporting person was awarded 112,500 performance share units (PSUs) on September 15, 2024"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
net settlement financial
"in connection with the net settlement of the vested PSUs"
grant, award, or other acquisition financial
"transaction_code_description": "Grant, award, or other acquisition""
income tax withholding and remittance obligations financial
"withheld by the issuer to satisfy its income tax withholding and remittance obligations"
Form 4 Insider Transactions: What Each Field Means →
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*
Denny Laurence
(Last)(First)(Middle)
C/O 8X8 INC. 675 CREEKSIDE WAY
(Street)
CAMPBELL CALIFORNIA 95008
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
8X8 INC /DE/ [ EGHT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026		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 Stock05/27/2026A(1)41,625A$0409,634D
Common Stock05/27/2026F(2)18,210D$2.12391,424D
Common Stock05/27/2026A(3)31,746A$0423,170D
Common Stock05/27/2026F(2)13,888D$2.12409,282D
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
Explanation of Responses:
1. The reporting person was awarded 112,500 performance share units (PSUs) on September 15, 2024, which were eligible to vest in three equal installments based on achievement of each associated performance goal. On May 27, 2026, the second installment of 37,500 PSUs vested at 111% of target, such that 41,625 shares became issuable. Of these shares, 23,415 were issued to the reporting person and the remaining 18,210 were withheld to pay the associated tax liability.
2. Represents the number of shares of Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the vested PSUs and does not represent a sale by the reporting person.
3. The reporting person was awarded 85,800 performance share units (PSUs) on June 6, 2025, which were eligible to vest in three equal installments based on achievement of each associated performance goal. On May 27, 2026, the first installment of 28,600 PSUs vested at 111% of target, such that 31,746 shares became issuable. Of these shares, 17,858 were issued to the reporting person and the remaining 13,888 were withheld to pay the associated tax liability.
Remarks:
/s/ Cheriese Dickman Attorney-in-Fact for Laurence Denny05/29/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

How many 8x8 (EGHT) shares were issued to Laurence Denny from PSU vesting?

A total of 41,273 shares were issued to Laurence Denny. This includes 23,415 shares from a 2024 PSU award and 17,858 shares from a 2025 PSU award after both vested at 111% of their respective target performance levels.

How many 8x8 (EGHT) shares were withheld for taxes in this Form 4?

The filing shows 32,098 shares of 8x8 common stock withheld for taxes. This consists of 18,210 shares from the 2024 PSU award and 13,888 shares from the 2025 PSU award, used to cover associated tax liabilities, not open-market sales.

How many 8x8 (EGHT) shares does Laurence Denny own after these transactions?

After the reported PSU vesting and tax withholdings, Laurence Denny directly holds 409,634 shares of 8x8 common stock. This figure reflects his updated ownership position following both the share issuances and the shares retained by the company for tax purposes.

Were any open-market purchases or sales of 8x8 (EGHT) stock reported in this Form 4?

No open-market purchases or sales were reported. The transactions involve share grants and shares withheld by 8x8 to satisfy tax obligations upon PSU vesting, which the filing explicitly states do not represent sales by the reporting person.