Grindr (GRND) director Gearon receives new RSU grants and reports large trust-held stake
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
GEARON J MICHAEL JR reported acquisition or exercise transactions in this Form 4 filing.
Grindr Inc. director J Michael Gearon Jr reported equity awards and existing indirect holdings of the company’s common stock. He received grants of 2,602 and 13,593 restricted stock units (RSUs) on June 2, 2026, each RSU representing one share upon settlement.
For both grants, one quarter of the RSUs vest and settle into common stock every three months on the grant-date anniversary, subject to his “Continuous Service” under Grindr’s 2022 Equity Incentive Plan. One grant will vest in full on the earlier of immediately before Grindr’s 2027 annual stockholder meeting or a Change in Control, while the other vests in full immediately before a Change in Control, in each case subject to continued service.
The filing also reports 6,090,959 shares held by The 1997 Gearon Family Trust and 5,480,568 shares held by a revocable trust. These trusts are associated with Gearon, but he disclaims beneficial ownership except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
GEARON J MICHAEL JR
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 13,593 | $0.00 | -- |
| Grant/Award | Common Stock | 2,602 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 24,108 shares (Direct, null);
Common Stock — 5,480,568 shares (Indirect, By Trust)
Footnotes (1)
- Represents the number of shares of the Issuer's common stock ("Common Stock") underlying restricted stock units ("RSUs") granted on June 2, 2026. Each RSU represents the contingent right to receive one share of Common Stock upon settlement. 1/4th of the RSUs vest and settle into Common Stock every three months on the same day of the month as the grant date, subject to the Reporting Person's Continuous Service (as defined in the Issuer's Amended and Restated 2022 Equity Incentive Plan (the "2022 Plan")) through each such vesting date; provided, that the RSUs will in any event vest in full on the earlier to occur of (1) immediately prior to the Issuer's 2027 annual stockholder meeting, and (2) immediately prior to the effective time of a Change in Control (as defined in the 2022 Plan), subject to the Reporting Person's Continuous Service through the applicable time. Represents the number of shares of the Issuer's Common Stock underlying RSUs granted on June 2, 2026. Each RSU represents the contingent right to receive one share of Common Stock upon settlement. 1/4th of the RSUs vest and settle into Common Stock every three months on the same day of the month as the grant date, subject to the Reporting Person's Continuous Service (as defined in the 2022 Plan) through each such vesting date; provided, that the RSUs will vest in full immediately prior to the effective time of a Change in Control (as defined in the 2022 Plan), subject to the Reporting Person's Continuous Service through such time. The shares are held by a revocable trust and the Reporting Person is the sole trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. The shares are held by The 1997 Gearon Family Trust. The Reporting Person's spouse is a co-trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Key Figures
RSU grant 1: 2,602 shares
RSU grant 2: 13,593 shares
Direct holdings after grant 1: 26,710 shares
+3 more
6 metrics
RSU grant 1
2,602 shares
RSUs granted June 2, 2026
RSU grant 2
13,593 shares
RSUs granted June 2, 2026
Direct holdings after grant 1
26,710 shares
Common stock directly held following RSU grant
Direct holdings after grant 2
24,108 shares
Common stock directly held following RSU grant
Family Trust holdings
6,090,959 shares
Common stock held by The 1997 Gearon Family Trust
Revocable trust holdings
5,480,568 shares
Common stock held by a revocable trust
Key Terms
restricted stock units, Continuous Service, Change in Control, pecuniary interest, +2 more
6 terms
restricted stock units financial
"Represents the number of shares of the Issuer's common stock ("Common Stock") underlying restricted stock units ("RSUs") granted on June 2, 2026."
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.
Continuous Service financial
"subject to the Reporting Person's Continuous Service (as defined in the Issuer's Amended and Restated 2022 Equity Incentive Plan (the "2022 Plan"))"
Change in Control financial
"immediately prior to the effective time of a Change in Control (as defined in the 2022 Plan)"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
pecuniary interest financial
"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein"
revocable trust financial
"The shares are held by a revocable trust and the Reporting Person is the sole trustee of the trust."
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
Section 16 regulatory
"shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose."
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
FAQ
What did Grindr (GRND) director J Michael Gearon Jr report in this Form 4?
He reported new equity awards and existing trust holdings. Gearon received two restricted stock unit grants and disclosed large indirect positions held by family-related trusts, while disclaiming beneficial ownership beyond his pecuniary interest in those trust-held shares.
How many Grindr (GRND) RSUs were granted to J Michael Gearon Jr?
He received two RSU grants covering 2,602 and 13,593 shares of Grindr common stock. Each RSU represents the right to receive one share upon settlement under Grindr’s Amended and Restated 2022 Equity Incentive Plan, subject to the plan’s vesting conditions.
What is the vesting schedule for J Michael Gearon Jr’s Grindr (GRND) RSU awards?
For each RSU grant, one quarter vests and settles into common stock every three months on the grant-date anniversary. Vesting requires continuous service, with full vesting tied to Grindr’s 2027 annual meeting or a Change in Control, depending on the specific grant.
Does the Grindr (GRND) Form 4 indicate open-market buying or selling by J Michael Gearon Jr?
No open-market purchases or sales are reported. The Form 4 shows RSU grants at no cash cost and existing indirect holdings through trusts, rather than discretionary buying or selling of Grindr common stock on the open market.
What happens to J Michael Gearon Jr’s Grindr (GRND) RSUs if there is a Change in Control?
Both RSU grants provide for accelerated vesting upon a Change in Control. One vests in full immediately before that event, and the other vests in full on the earlier of Grindr’s 2027 annual stockholder meeting or immediately prior to a Change in Control.