Gemini Space Station COO Withholds 19,267 Shares for Taxes (GEMI)

Rhea-AI Filing Summary

Marshall Edmund Beard, a director and Chief Operating Officer of Gemini Space Station, Inc. (GEMI), reported a transaction dated 09/24/2025 in which 19,267 shares of Class A common stock were disposed of under code F. The filing states these shares were withheld by the issuer to satisfy tax withholding upon the vesting of restricted stock units, at an indicated price of $24.28 per share. After the withholding, the reporting person beneficially owns 1,578,860 shares directly. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact, Tyler Meade, on 09/30/2025. The filing shows no other purchases, derivative transactions, or changes in indirect ownership.

Positive

• Reporting person retains a substantial direct stake of 1,578,860 Class A shares following the transaction
• Disposition was administrative (shares withheld to satisfy tax withholding on vested RSUs), not an open-market sale

Negative

• 19,267 shares were disposed of, reducing the reporting person's share count through withholding
• Transaction recorded a price of $24.28 per share for the withheld shares (cash value realized by issuer for tax purposes)

Insights

Corporate Governance Expert

TL;DR Insider sold shares to cover taxes on vested RSUs; holding remains substantial and appears unchanged otherwise.

The Form 4 documents a common administrative disposition: 19,267 Class A shares were withheld by the issuer to satisfy tax obligations arising from restricted stock unit vesting. The reporting person retains a significant direct stake of 1,578,860 shares after the withholding. There is no indication of open-market sales, change in control, or related-party transfers. This transaction reflects routine compensation tax settlement rather than a voluntary liquidity event.

Securities Analyst

TL;DR Transaction is a tax-withholding share disposition; material ownership remains with the insider.

The record shows a single non-derivative disposition coded F at an implied price of $24.28, consistent with issuer withholding to cover tax on vested RSUs. Post-transaction direct beneficial ownership is 1,578,860 Class A shares. There are no derivative positions disclosed and no multiple transactions reported. For investors, this filing documents routine insider compensation mechanics rather than signaling a change in insider confidence or a significant shift in ownership concentration.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Beard Marshall Edmund

(Last) (First) (Middle)

600 THIRD AVENUE, 2ND FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gemini Space Station, Inc. [ GEMI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

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
Class A Common Stock	09/24/2025		F		19,267(1)	D	$24.28	1,578,860	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

Explanation of Responses:

1. Represents shares of Class A common stock withheld by the Issuer to satisfy tax withholding upon the vesting of restricted stock units.

	/s/ Tyler Meade, as attorney-in-fact	09/30/2025
	** 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.
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FAQ

What did GEMI insider Marshall Beard report on Form 4?

The Form 4 reports a disposition of 19,267 Class A shares on 09/24/2025 to satisfy tax withholding from vested RSUs; post-transaction direct ownership is 1,578,860 shares.

Why were the 19,267 GEMI shares disposed of?

The filing explains the shares were withheld by the issuer to satisfy tax withholding upon the vesting of restricted stock units.

Was this an open-market sale by the GEMI insider?

No. The transaction is coded F, indicating shares were withheld by the issuer for tax withholding, not an open-market sale.

What price is listed for the withheld GEMI shares?

The Form 4 shows a price of $24.28 per share for the 19,267 withheld shares.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Tyler Meade as attorney-in-fact on 09/30/2025.