8x8 CEO nets shares after PSU vesting, tax withhold

8x8, Inc. Chief Executive Officer Samuel C. Wilson reported PSU vesting and related share withholding transactions.

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Form Type

Rhea-AI Filing Summary

8x8, Inc. Chief Executive Officer Samuel C. Wilson reported PSU vesting and related share withholding transactions. On May 27, 2026, 150,000 performance share units from a 2024 award vested at 111% of target, making 166,500 shares issuable; 81,785 shares were issued and 84,715 were withheld for taxes. On the same date, 100,891 PSUs from a 2025 award vested at 111% of target, making 111,989 shares issuable; 55,009 shares were issued and 56,980 were withheld for taxes. The filing states the withheld shares were used to satisfy income tax obligations and do not represent sales. After these transactions, Wilson directly owned 1,883,041 shares of common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Wilson Samuel C.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	166,500	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	84,715	$2.12	$180K
Grant/Award	Common Stock	111,989	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	56,980	$2.12	$121K

Holdings After Transaction: Common Stock — 1,938,050 shares (Direct)

Footnotes (3)

F1. The reporting person was awarded 450,000 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 150,000 PSUs vested at 111% of target, such that 166,500 shares became issuable. Of these shares, 81,785 were issued to the reporting person and the remaining 84,715 were withheld to pay the associated tax liability.
F2. 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.
F3. The reporting person was awarded 302,673 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 100,891 PSUs vested at 111% of target, such that 111,989 shares became issuable. Of these shares, 55,009 were issued to the reporting person and the remaining 56,980 were withheld to pay the associated tax liability.

Key Figures

2024 PSU award size: 450,000 PSUs 2025 PSU award size: 302,673 PSUs Vested PSUs from 2024 award: 150,000 PSUs +5 more

8 metrics

2024 PSU award size 450,000 PSUs Awarded September 15, 2024

2025 PSU award size 302,673 PSUs Awarded June 6, 2025

Vested PSUs from 2024 award 150,000 PSUs Second installment vested May 27, 2026

Vested PSUs from 2025 award 100,891 PSUs First installment vested May 27, 2026

Shares issuable from 2024 vesting 166,500 shares 150,000 PSUs vested at 111% of target

Shares issuable from 2025 vesting 111,989 shares 100,891 PSUs vested at 111% of target

Shares withheld for taxes 141,695 shares Tax withholding from both PSU vestings

Shares owned after transactions 1,883,041 shares Common stock directly held post-transaction

Key Terms

performance share units (PSUs), net settlement, income tax withholding, grant, award, or other acquisition, +1 more

5 terms

net settlement financial

"in connection with the net settlement of the vested PSUs and does not represent a sale"

income tax withholding financial

"withheld by the issuer to satisfy its income tax withholding and remittance obligations"

grant, award, or other acquisition financial

"transaction code description: Grant, award, or other acquisition"

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.

FAQ

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What did 8x8 (EGHT) CEO Samuel C. Wilson report on this Form 4?

The CEO reported PSU vesting that generated new common shares plus shares withheld for taxes. Two performance share unit awards vested at 111% of target, leading to issuances to him and separate share withholdings to cover income tax obligations, with no open-market sales disclosed.

How many 8x8 PSUs vested for CEO Samuel C. Wilson on May 27, 2026?

Two PSU tranches vested on May 27, 2026. A 2024 award vested 150,000 PSUs and a 2025 award vested 100,891 PSUs, each at 111% of target, resulting in 166,500 and 111,989 shares becoming issuable, respectively, according to the Form 4 footnotes.

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

A total of 141,695 shares were withheld for taxes. This includes 84,715 shares from the 2024 PSU vesting and 56,980 shares from the 2025 PSU vesting, all retained by the issuer to satisfy income tax withholding and remittance obligations, not as market sales.

Did the 8x8 CEO sell any shares in the reported transactions?

The Form 4 states the dispositions were tax-withholding events, not sales by the CEO. Shares were withheld by 8x8 to satisfy income tax obligations from net settlement of vested PSUs, and the footnote explicitly clarifies these withholdings do not represent sales by the reporting person.

How many 8x8 shares does CEO Samuel C. Wilson own after these transactions?

After the reported PSU vesting and tax-withholding transactions, the CEO directly owned 1,883,041 shares of 8x8 common stock. This post-transaction holding reflects net shares issued to him after the company withheld a portion of the vested shares to cover tax liabilities.

What PSU awards to the 8x8 CEO are described in this Form 4?

The filing describes a 450,000 PSU award granted September 15, 2024 and a 302,673 PSU award granted June 6, 2025. Each vests in three equal installments based on performance goals, with one installment from each award vesting at 111% of target on May 27, 2026.

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Accepted by SEC EDGAR 05/29/2026 - 04:10 PM

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

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^*

Wilson Samuel C.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive 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)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/27/2026		A⁽¹⁾		166,500	A	$0	1,967,756	D
Common Stock	05/27/2026		F⁽²⁾		84,715	D	$2.12	1,883,041	D
Common Stock	05/27/2026		A⁽³⁾		111,989	A	$0	1,995,030	D
Common Stock	05/27/2026		F⁽²⁾		56,980	D	$2.12	1,938,050	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reporting person was awarded 450,000 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 150,000 PSUs vested at 111% of target, such that 166,500 shares became issuable. Of these shares, 81,785 were issued to the reporting person and the remaining 84,715 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 302,673 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 100,891 PSUs vested at 111% of target, such that 111,989 shares became issuable. Of these shares, 55,009 were issued to the reporting person and the remaining 56,980 were withheld to pay the associated tax liability.

Remarks:

	/s/ Cheriese Dickman as Attorney-in-Fact for Samuel C Wilson	05/29/2026
	** 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).
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