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FORMFACTOR (NASDAQ: FORM) CEO logs RSU vesting, share tax withholding

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

Rhea-AI Filing Summary

FORMFACTOR INC CEO Mike Slessor reported routine equity compensation activity involving restricted stock units. On May 5 and 6, 2026, restricted stock units vested and were settled into a total of 9,675 shares of common stock, reflecting 1-for-1 RSU-to-share conversion.

To cover tax withholding obligations tied to these vestings, 5,385 common shares were automatically withheld and disposed of, a non-market tax-withholding mechanism rather than an open-market sale. After these transactions, Slessor directly held about 453,855 shares of common stock and 54,279 restricted stock units remained outstanding, which are scheduled to vest in quarterly installments through August 2027 and August 2028, subject to continued employment and existing severance and equity agreements.

Positive

  • None.

Negative

  • None.

Insights

Routine RSU vesting with tax withholding; no open-market trades.

The filing shows Mike Slessor settling restricted stock units into 9,675 shares of FORMFACTOR INC common stock over May 5–6, 2026. These M-code entries are derivative exercises converting RSUs into shares at a stated price of $0.00, consistent with standard equity awards.

F-code transactions totaling 5,385 shares at prices of $145.00 and $149.12 reflect shares withheld to satisfy tax obligations, not discretionary market sales. Following these events, Slessor holds 453,855 shares directly, plus 54,279 remaining RSUs, indicating these transactions are part of ongoing compensation rather than a change in investment stance.

Insider SLESSOR MIKE
Role CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 6,031 $0.00 --
Exercise Common Stock 6,031 $0.00 --
Tax Withholding Common Stock 3,357 $149.12 $501K
Exercise Restricted Stock Units 3,644 $0.00 --
Exercise Common Stock 3,644 $0.00 --
Tax Withholding Common Stock 2,028 $145.00 $294K
Holdings After Transaction: Restricted Stock Units — 54,279 shares (Direct, null); Common Stock — 457,212 shares (Direct, null)
Footnotes (1)
  1. These shares of common stock reflect the settlement of restricted stock units of the Issuer. Each Restricted Stock Unit (RSU) is convertible into a share of common stock on a 1-for-1 basis. Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations. The Restricted Stock Units granted on August 5, 2024 vest in twelve (12) quarterly installments beginning on November 5, 2024 and ending on August 5, 2027 and will be settled into shares of common stock on or following the vesting dates. If the reporting person's employment is terminated for any reason before an applicable Vesting Date, all restricted stock units that have not yet vested shall be forfeited without consideration, except as provided in the change of control severance agreement and any other agreements regarding equity vesting and exercisability between the reporting person and Issuer, which agreements or form agreements are filed with the SEC. The Restricted Stock Units granted on August 6, 2025 vest in twelve (12) quarterly installments beginning on November 6, 2025 and ending on August 6, 2028 and will be settled into shares of common stock on or following the vesting dates.
RSU shares settled 9,675 shares Common stock received from RSU settlement on May 5–6, 2026
Shares withheld for taxes 5,385 shares Common shares withheld to cover tax obligations on vesting
Common shares held after transactions 453,855 shares Direct FORMFACTOR common stock holdings following reported entries
Restricted stock units remaining 54,279 RSUs Unvested RSUs outstanding after the May 2026 settlements
Tax withholding price 1 $145.00 per share Price used for 2,028 shares withheld on May 5, 2026
Tax withholding price 2 $149.12 per share Price used for 3,357 shares withheld on May 6, 2026
Quarterly vesting schedule 2024 grant 12 installments RSUs granted August 5, 2024 vest quarterly to August 5, 2027
Quarterly vesting schedule 2025 grant 12 installments RSUs granted August 6, 2025 vest quarterly to August 6, 2028
Restricted Stock Units financial
"These shares of common stock reflect the settlement of restricted stock units of the Issuer."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligations financial
"Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations."
change of control severance agreement financial
"except as provided in the change of control severance agreement and any other agreements regarding equity vesting"
vesting dates financial
"and will be settled into shares of common stock on or following the vesting dates."
forfeited without consideration financial
"all restricted stock units that have not yet vested shall be forfeited without consideration"
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*
SLESSOR MIKE
(Last)(First)(Middle)
7005 SOUTHFRONT ROAD
(Street)
LIVERMORE CALIFORNIA 94551
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
FORMFACTOR INC [ FORM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026		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 Stock05/05/2026M3,644A$0(1)453,209D
Common Stock05/05/2026F2,028(2)D$145451,181D
Common Stock05/06/2026M6,031A$0(1)457,212D
Common Stock05/06/2026F3,357(2)D$149.12453,855D
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
Restricted Stock Units$005/05/2026M3,644 (3) (4)Common Stock3,644$018,220D
Restricted Stock Units$005/06/2026M6,031 (5) (4)Common Stock6,031$054,279D
Explanation of Responses:
1. These shares of common stock reflect the settlement of restricted stock units of the Issuer. Each Restricted Stock Unit (RSU) is convertible into a share of common stock on a 1-for-1 basis.
2. Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations.
3. The Restricted Stock Units granted on August 5, 2024 vest in twelve (12) quarterly installments beginning on November 5, 2024 and ending on August 5, 2027 and will be settled into shares of common stock on or following the vesting dates.
4. If the reporting person's employment is terminated for any reason before an applicable Vesting Date, all restricted stock units that have not yet vested shall be forfeited without consideration, except as provided in the change of control severance agreement and any other agreements regarding equity vesting and exercisability between the reporting person and Issuer, which agreements or form agreements are filed with the SEC.
5. The Restricted Stock Units granted on August 6, 2025 vest in twelve (12) quarterly installments beginning on November 6, 2025 and ending on August 6, 2028 and will be settled into shares of common stock on or following the vesting dates.
Remarks:
/s/ Stan Finkelstein, Attorney-in-fact for Mike Slessor05/07/2026
** 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

What insider transactions did FORM (FORMFACTOR INC) report for CEO Mike Slessor?

FORMFACTOR INC reported that CEO Mike Slessor had restricted stock units vest and settle into 9,675 common shares. Related tax obligations were met by withholding 5,385 shares, so there were no open-market purchases or sales, just routine equity compensation activity and tax withholding.

How many FORM common shares did Mike Slessor acquire and dispose of in this Form 4?

Through RSU settlements, Mike Slessor acquired 9,675 FORM common shares. To cover tax withholding obligations on these vestings, 5,385 of those shares were withheld and disposed of by the issuer, leaving the remaining shares as additional direct holdings rather than from open-market trading.

What are Mike Slessor’s FORM share and RSU holdings after these transactions?

After the reported transactions, Mike Slessor directly holds 453,855 shares of FORM common stock. He also has 54,279 restricted stock units outstanding, which represent future potential shares that will be delivered as they vest over time, assuming continued employment and applicable conditions.

How do the FORM RSU awards for Mike Slessor vest over time?

One RSU grant dated August 5, 2024 vests in 12 quarterly installments from November 5, 2024 through August 5, 2027. Another grant dated August 6, 2025 vests in 12 quarterly installments from November 6, 2025 through August 6, 2028, then settles into common shares after vesting.

What happens to Mike Slessor’s FORM restricted stock units if his employment ends?

If Mike Slessor’s employment ends before a vesting date, any unvested restricted stock units are forfeited without consideration. Exceptions may apply under his change of control severance agreement or other equity agreements with FORMFACTOR INC that address vesting and exercisability terms on termination events.

Were the reported FORM transactions by Mike Slessor open-market trades?

The filing characterizes the transactions as RSU settlements and tax-withholding dispositions, not open-market trades. M-code entries reflect derivative exercises converting RSUs to shares, while F-code entries represent shares withheld to pay taxes, so they do not signal discretionary buying or selling in the market.