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FormFactor (FORM) CFO settles RSUs as shares withheld for tax payment

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

Rhea-AI Filing Summary

FORMFACTOR INC CFO Aric Brendan McKinnis reported routine equity-compensation transactions. On June 2, 2026, 773 Restricted Stock Units converted into an equal number of common shares as part of a scheduled vesting from a June 2, 2023 grant.

The company withheld 193 of these common shares to cover tax withholding obligations at a reference price of $125.11 per share. These are not open-market purchases or sales, but standard RSU settlement and tax-withholding events tied to ongoing quarterly vesting.

Positive

  • None.

Negative

  • None.
Insider McKinnis Aric Brendan
Role CFO, SVP Global Finance
Type Security Shares Price Value
Exercise Restricted Stock Units 773 $0.00 --
Exercise Common Stock 773 $0.00 --
Tax Withholding Common Stock 193 $125.11 $24K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 13,129 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 June 2, 2023 vest in twelve (12) quarterly installments beginning on September 2, 2023 and ending on June 2, 2026 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.
RSUs settled 773 shares Restricted Stock Units converted to common stock on June 2, 2026
Shares withheld for taxes 193 shares Withheld upon RSU vesting to cover tax obligations
Tax withholding reference price $125.11 per share Price used for 193-share tax withholding disposition
Exercise/Conversion events 1 derivative exercise RSUs converted into common stock in one transaction
Tax-withholding events 1 disposition Shares withheld to satisfy tax liabilities on vesting
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."
vesting dates financial
"and will be settled into shares of common stock on or following the vesting dates."
change of control severance agreement financial
"except as provided in the change of control severance agreement and any other agreements regarding equity vesting"
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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*
McKinnis Aric Brendan
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CFO, SVP Global Finance
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026		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 Stock06/02/2026M773A$0(1)13,129D
Common Stock06/02/2026F193(2)D$125.1112,936D
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$006/02/2026M773 (3) (4)Common Stock773$00D
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 June 2, 2023 vest in twelve (12) quarterly installments beginning on September 2, 2023 and ending on June 2, 2026 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.
Remarks:
/s/ Stan Finkelstein, Attorney-in-fact for Aric McKinnis06/04/2026
** 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 CFO Aric McKinnis report on this Form 4?

FORM CFO Aric McKinnis reported settlement of 773 Restricted Stock Units into common shares and withholding of 193 shares for taxes. These actions reflect scheduled RSU vesting and associated tax payments, rather than discretionary open-market buying or selling of FormFactor stock.

Were the FORM insider transactions open-market buys or sells of common stock?

No, the reported FORM transactions were not open-market trades. They involved RSU settlement into 773 common shares and withholding of 193 shares to satisfy tax obligations, which is a routine administrative step in equity compensation rather than a discretionary purchase or sale.

How many FormFactor RSUs vested for the CFO in this filing?

A total of 773 Restricted Stock Units vested for the CFO, each converting into one share of FormFactor common stock. These RSUs are part of a grant dated June 2, 2023 that vests in twelve quarterly installments through June 2, 2026, subject to continued employment.

Why were 193 FORM shares withheld in the CFO’s Form 4 filing?

The 193 FORM shares were withheld to cover tax withholding obligations triggered by RSU vesting. Instead of paying cash for taxes, a portion of the newly delivered shares is retained by the issuer, which reduces net shares received but does not reflect an open-market sale.

What are the vesting terms of the FORM RSUs reported in this Form 4?

The RSUs reported vest in twelve quarterly installments from September 2, 2023 through June 2, 2026. After each vesting date, units settle into common stock. Unvested RSUs are generally forfeited if employment ends, subject to any change of control severance or equity agreements.

Does the FORM CFO keep voting and economic rights on the vested RSU shares?

Once RSUs vest and settle, they become common shares with standard voting and economic rights, except for those withheld for taxes. The filing does not state any limitations on the CFO’s voting or investment authority over the net shares delivered after tax withholding.