FVCBankcorp director exercises options, covers taxes

FVCBankcorp, Inc. director Phillip R. Wills III exercised stock options and covered taxes using shares rather than cash.

Rhea-AI Filing Summary

FVCBankcorp, Inc. director Phillip R. Wills III exercised stock options and covered taxes using shares rather than cash. On April 22, 2026, he exercised options for 21,483 shares of common stock at $9.216 per share, fully eliminating this option grant before its May 2026 expiration.

To satisfy a tax liability related to a restricted stock unit vesting, he had 12,587 shares of common stock withheld at a market price of $15.73, treated as a share disposition but not an open-market sale. After these transactions, he directly owned 62,590 shares of FVCBankcorp common stock.

Insights

Equity analyst

Routine option exercise with tax withholding, no open-market trading.

Director Phillip R. Wills III exercised stock options for 21,483 shares at $9.216 per share and simultaneously settled related tax obligations by withholding 12,587 shares at a market price of $15.73. This is a classic compensation-driven transaction.

The filing shows no open-market buys or sells, only an option exercise and tax-withholding disposition. Following these moves, Wills holds 62,590 shares directly. Because the activity is tied to vesting and option expiry rather than discretionary trading, it carries limited informational value for assessing sentiment toward FVCBankcorp.

Insider Trade Summary

21,483 shares exercised/converted

Exercise 3 txns

Insider Wills Phillip R. III

Role Director

Type	Security	Shares	Price	Value
Exercise	Stock Options	21,483	$9.216	$198K
Exercise	Common Stock	21,483	$9.216	$198K
Exercise Price or Tax Liability	Common Stock	12,587	$15.73	$198K

Holdings After Transaction: Stock Options — 0 contracts (Direct); Common Stock — 62,590 shares (Direct)

Footnotes (1)

1. F1. The Reporting Person elected to pay for a tax liability by withholding securities incident to the vesting of a security (i.e., restricted stock unit award) based on a market price of $15.73 and issued in accordance with Rule 16b-3

Key Figures

Options exercised: 21,483 shares Exercise price: $9.216 per share Shares withheld for taxes: 12,587 shares +3 more

6 metrics

Options exercised 21,483 shares Common Stock options exercised at $9.216 per share on April 22, 2026

Exercise price $9.216 per share Strike price for 21,483 exercised stock options

Shares withheld for taxes 12,587 shares Tax-withholding disposition at market price of $15.73 per share

Market price for withholding $15.73 per share Price used to value shares withheld for tax liability

Post-transaction holdings 62,590 shares Common Stock directly owned after exercise and tax withholding

Option grant expiration May 19, 2026 Expiration date of exercised options originally granted in 2016

Key Terms

tax-withholding disposition, Exercise or conversion of derivative security, restricted stock unit award, Rule 16b-3

4 terms

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.

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

restricted stock unit award financial

"vesting of a security (i.e., restricted stock unit award) based on a market price"

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

Rule 16b-3 regulatory

"based on a market price of $15.73 and issued in accordance with Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did FVCBankcorp (FVCB) report for Phillip R. Wills III?

FVCBankcorp reported that director Phillip R. Wills III exercised stock options for 21,483 shares of common stock at $9.216 per share. He also had 12,587 shares withheld to cover tax liabilities, leaving him with 62,590 shares owned directly after the transactions.

Did the FVCB director sell shares on the open market in this Form 4?

No open-market sales are reported. The Form 4 shows an option exercise and a tax-withholding disposition, where 12,587 shares were withheld to satisfy taxes on a restricted stock unit vesting, rather than sold through the market to other investors.

How many FVCBankcorp shares does Phillip R. Wills III own after this filing?

After the reported transactions, Phillip R. Wills III directly owns 62,590 shares of FVCBankcorp common stock. This reflects the net impact of exercising 21,483 options and having 12,587 shares withheld to cover associated tax liabilities related to equity compensation.

What stock options did the FVCB director exercise, and at what price?

The director exercised stock options covering 21,483 shares of FVCBankcorp common stock at an exercise price of $9.216 per share. These options were originally granted in May 2016 and were due to expire in May 2026, prompting their exercise in this filing.

Why were 12,587 FVCBankcorp shares withheld from the director in this Form 4?

The 12,587 shares were withheld to pay a tax liability arising from the vesting of a restricted stock unit award. The withholding was based on a market price of $15.73 per share and was executed in accordance with Rule 16b-3 governing insider compensation transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/23/2026 - 05:22 PM Learn about SEC filing dates

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^*

Wills Phillip R. III

(Last) (First) (Middle)

11325 RANDOM HILLS ROAD

SUITE 240

(Street)

FAIRFAX VIRGINIA 22030

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FVCBankcorp, Inc. [ FVCB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/22/2026		M		21,483	A	$9.216	75,177	D
Common Stock	04/22/2026		F(1)		12,587	D	$15.73	62,590	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
Stock Options	$9.216	04/22/2026		M			21,483	05/19/2016	05/19/2026	Common Stock	21,483	$9.216	0	D

Explanation of Responses:

1. The Reporting Person elected to pay for a tax liability by withholding securities incident to the vesting of a security (i.e., restricted stock unit award) based on a market price of $15.73 and issued in accordance with Rule 16b-3

Remarks:

	/s/ Jennifer L. Deacon, Power of Attorney	04/23/2026
	** 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)