ETSY Form 4: Patel vests 31,066 RSUs, executes 10b5-1 sales
Rhea-AI Filing Summary
Kruti Patel, President & Chief Growth Officer at Etsy, Inc. (ETSY), reported equity activity tied to restricted stock units and programmed sales. On 10/01/2025 she had 31,066 shares issued on RSU vesting and the issuer withheld 16,070 shares to cover taxes, leaving a reported direct beneficial ownership after that day of 62,525 shares. On 10/03/2025 multiple sales executed under a Rule 10b5-1 plan (adopted May 8, 2025) reduced her direct position through several transactions at weighted average prices between about $74.00 and $76.19. Following the reported transactions her direct beneficial ownership is 54,840 shares and she reports indirect ownership of 36,725 shares via a GRAT. The filing lists several outstanding restricted stock units and performance stock units that vest on set schedules beginning April or July 2025.
Positive
- 10b5-1 trading plan in place (adopted May 8, 2025) which documents prearranged sales
- Tax withholding was satisfied by share withholding of 16,070 shares rather than cash
- Maintains direct beneficial ownership of 54,840 shares plus 36,725 indirectly via a GRAT
Negative
- Multiple sales on 10/03/2025 reduced direct holdings materially from prior post-vesting levels
- Significant quantity of equity remains subject to future vesting, implying continued potential dilution (e.g., lines showing up to 91,039 RSU-related shares)
Insights
Insider sold shares under a 10b5-1 plan and retained a significant stake
The filing shows a mix of automatic vesting, tax-withholding, and planned sales. The Reporting Person received 31,066 shares on vesting and had 16,070 shares withheld for taxes on 10/01/2025, then executed sales on 10/03/2025 under a 10b5-1 plan adopted May 8, 2025. This pattern—vesting plus prearranged sales—is a common way for executives to monetize holdings while relying on trading-plan protections.
Substantial unvested RSUs and PSUs remain with staggered vesting schedules
The Form 4 discloses multiple RSU tranches and Performance Stock Units that vest across 2025–2027, including schedules of semi-annual and quarterly installments. The filing lists large outstanding award balances (for example, up to 91,039 RSU-related shares in one line), indicating continued equity compensation exposure and future potential dilution tied to service and performance conditions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 22 | $72.89 | $2K |
| Sale | Common Stock | 3,656 | $74.53 | $272K |
| Sale | Common Stock | 3,713 | $75.40 | $280K |
| Sale | Common Stock | 294 | $76.16 | $22K |
| Exercise | Restricted Stock Units | 3,774 | $0.00 | -- |
| Exercise | Restricted Stock Units | 4,154 | $0.00 | -- |
| Exercise | Restricted Stock Units | 1,191 | $0.00 | -- |
| Exercise | Restricted Stock Units | 3,006 | $0.00 | -- |
| Exercise | Restricted Stock Units | 9,104 | $0.00 | -- |
| Exercise | Performance Stock Units | 9,837 | $0.00 | -- |
| Exercise | Common Stock | 31,066 | $0.00 | -- |
| Tax Withholding | Common Stock | 16,070 | $70.49 | $1.13M |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Shares of common stock acquired upon the vesting of restricted stock units. This transaction reported represents the withholding of shares by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of the restricted stock units. These sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 8,2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.92, 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 in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.055 to $75.84, 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 in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.155 to $76.19, 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 in this footnote. Represents restricted stock units which correspond 1-for-1 with common stock. The restricted stock units vest in 3 equal semi-annual installments, beginning on April 1, 2025, provided the Reporting Person remains continuously employed on each vesting date and has no expiration date. The restricted stock units vest in 5 equal semi-annual installments, beginning on April 1, 2025, provided the Reporting Person remains continuously employed on, or becomes retirement eligible prior to, such vesting date. The restricted stock units vest in 4 equal semi-annual installments, beginning on April 1, 2025, provided the Reporting Person remains continuously employed on each vesting date and has no expiration date. The restricted stock units vest in 14 equal quarterly installments, beginning on July 1, 2024, provided the Reporting Person remains continuously employed on, or becomes retirement eligible prior to, such vesting date and has no expiration date. The restricted stock units vest in 12 equal quarterly installments, beginning on July 1, 2025, provided the Reporting Person remains continuously employed on, or becomes retirement eligible prior to, such vesting date and has no expiration date. The performance-based restricted stock units ("Performance Stock Units") vest in equal installments on each of October 1, 2025; April 1, 2026; and April 1, 2027; provided the Reporting Person remains continuously employed on each vesting date, and have no expiration date.
