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Electromed CEO Reports Tax Withholding Sale and Multi-Year Equity Grants

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

Rhea-AI Filing Summary

Electromed, Inc. (ELMD) Form 4 filed for James L. Cunniff, CEO and President. The filing reports a disposition of 1,291 common shares on 09/02/2025 at $23.95 per share to satisfy tax withholding related to vested restricted stock, reducing his holdings to 130,751 shares. On the same date he was granted 17,000 restricted shares scheduled to vest in three equal annual installments beginning September 2026, and received an employee stock option for 31,100 shares at a $23.95 exercise price exercisable in three equal annual installments beginning September 2026 and expiring 09/02/2035, leaving 31,100 options outstanding.

Positive

  • New restricted stock award of 17,000 shares aligns executive incentives with long-term company performance
  • Employee stock option for 31,100 shares vests over three years and extends potential upside through 09/02/2035
  • Disposition of 1,291 shares was for tax withholding on vested awards, not an open-market sale

Negative

  • Minor dilution potential from 17,000 restricted shares and 31,100 options if fully vested/exercised
  • Exercise price of $23.95 places option break-even at current grant price, offering no immediate in-the-money value

Insights

TL;DR: Routine executive equity activity tied to compensation; no evidence of unusual trading.

The Form 4 discloses standard compensation-related transactions: shares withheld to cover taxes on vested restricted stock and new equity grants consistent with long-term incentive practices. The disposition of 1,291 shares was not an open-market sale but a tax-withholding event. The new restricted stock and options vest over three years, aligning executive incentives with multi-year performance and retention goals. These actions appear administrative and compensation-driven rather than liquidity-driven.

TL;DR: Equity grants are material to executive pay mix and extend potential upside through 2035.

The report shows a grant of 17,000 restricted shares and an option award for 31,100 shares at a $23.95 strike, both vesting in three equal annual installments starting September 2026. For shareholders, the option strike equals the share price at grant, indicating these are standard service-based incentives rather than immediately in-the-money awards. The awards increase potential dilution modestly relative to reported outstanding common shares disclosed here.

Insider Cunniff James L.
Role CEO and President
Type Security Shares Price Value
Grant/Award Employee Stock Option (right to buy) 31,100 $0.00 --
Tax Withholding Common Stock 1,291 $23.95 $31K
Grant/Award Common Stock 17,000 $0.00 --
Holdings After Transaction: Employee Stock Option (right to buy) — 31,100 shares (Direct); Common Stock — 130,751 shares (Direct)
Footnotes (1)
  1. Represents shares forfeit to satisfy tax withholding obligations in connection with vesting of previously awarded shares of restricted stock. Restricted stock scheduled to vest in three equal annual installments on each of the first business days of September 2026, 2027 and 2028. Options scheduled to vest and become exercisable in three equal annual installments on each of the first business days of September 2026, 2027 and 2028.
Form 4 Insider Transactions: What Each Field Means →
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*
Cunniff James L.
(Last) (First) (Middle)
500 SIXTH AVENUE NW
(Street)
NEW PRAGUE MN 56071
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Electromed, Inc. [ ELMD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025
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 09/02/2025 F 1,291(1) D $23.95 130,751 D
Common Stock 09/02/2025 A 17,000(2) A $0 147,751 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
Employee Stock Option (right to buy) $23.95 09/02/2025 A 31,100 (3) 09/02/2035 Common Stock 31,100 $0 31,100 D
Explanation of Responses:
1. Represents shares forfeit to satisfy tax withholding obligations in connection with vesting of previously awarded shares of restricted stock.
2. Restricted stock scheduled to vest in three equal annual installments on each of the first business days of September 2026, 2027 and 2028.
3. Options scheduled to vest and become exercisable in three equal annual installments on each of the first business days of September 2026, 2027 and 2028.
/s/ Joshua L. Colburn, Attorney-in-Fact 09/04/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transactions did James L. Cunniff report on the ELMD Form 4?

The Form 4 reports a disposition of 1,291 common shares on 09/02/2025 for tax withholding, a grant of 17,000 restricted shares, and an option award for 31,100 shares at a $23.95 exercise price.

Why were 1,291 shares disposed according to the filing?

The filing states those shares were forfeited to satisfy tax withholding obligations arising from the vesting of previously awarded restricted stock.

When do the restricted shares and options vest?

Both the 17,000 restricted shares and the 31,100 options vest in three equal annual installments beginning on the first business day of September 2026, with the options expiring on 09/02/2035.

What is the exercise price and expiration for the options reported?

The employee stock option has an exercise price of $23.95 and an expiration date of 09/02/2035.

How many common shares does Cunniff beneficially own after these transactions?

After the reported transactions, the filing shows 130,751 common shares beneficially owned directly by James L. Cunniff and 31,100 options outstanding.