Harvard Bioscience (HBIO) Form 4 — RSU Forfeitures After Director Resignation

Rhea-AI Filing Summary

James W. Green, a director of Harvard Bioscience, Inc. (HBIO), reported multiple stock transactions dated 08/15/2025 related to restricted stock units (RSUs) and tax withholding. The filing shows several forfeitures of time-based and performance-based RSUs granted in 2023 and 2024, and share dispositions to satisfy tax withholding on vested RSUs. Reported disposals include 49,048 shares (forfeiture), 33,200 shares (tax withholding at $0.529 per share), 119,332 shares (forfeiture), 11,540 shares (tax withholding at $0.529), 66,036 shares (forfeiture) and 113,366 shares (forfeiture). Following these transactions, the reporting person beneficially owned 2,452,566 shares, which includes 375,005 performance-based RSUs.

Positive

• Timely disclosure of insider transactions and RSU adjustments in a filed Form 4

Negative

• Resignation from all services resulted in forfeiture of multiple time-based and performance-based RSUs
• Significant share disposals (totaling reported amounts including 33,200 and 11,540 shares sold for tax withholding) reduced beneficial ownership
• Uncertainty about future alignment as a director who resigned no longer provides ongoing service to the issuer

Insights

Financial Analyst

TL;DR: Director James Green reduced vested holdings through forfeitures and tax-withholding sales; ownership remains multi-million shares.

The Form 4 discloses routine mechanics of equity awards following the reporting person's resignation from services: forfeiture of multiple RSU grants and share disposals to satisfy withholding obligations. These entries affect share count but do not disclose cash proceeds beyond withholding sale prices. The net beneficial ownership remains material at 2,452,566 shares, including 375,005 performance-based RSUs, which may still vest subject to performance metrics.

Corporate Governance Expert

TL;DR: Resignation-led forfeitures and tax sales suggest cessation of service and reduced alignment with management.

The filing explicitly states the Reporting Person resigned from all services with the issuer, triggering forfeiture of multiple time-based and performance-based RSUs and sales for tax withholding. From a governance perspective, loss of an active director or officer role can be significant; the Form 4 documents the post-resignation equity adjustments but does not provide context for the resignation or any replacement plans.

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

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X

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^*

Green James W

(Last) (First) (Middle)

C/O HARVARD BIOSCIENCE, INC.

84 OCTOBER HILL ROAD

(Street)

HOLLISTON MA 01746

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HARVARD BIOSCIENCE INC [ HBIO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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
Common Stock	08/15/2025		D		49,048(1)	D	$0	2,796,040	D
Common Stock	08/15/2025		F		33,200(2)	D	$0.529	2,762,840	D
Common Stock	08/15/2025		D		119,332(3)	D	$0	2,643,508	D
Common Stock	08/15/2025		F		11,540(4)	D	$0.529	2,631,968	D
Common Stock	08/15/2025		D		66,036(5)	D	$0	2,565,905	D
Common Stock	08/15/2025		D		113,366(6)	D	$0	2,452,566(7)	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 forfeiture of time-based restricted stock units ("RSUs") granted to the Reporting Person on March 6, 2023 in connection with the Reporting Person resigning from all services with the Issuer.

2. The shares were disposed of to satisfy the Reporting Person's tax withholding obligation in connection with an RSU award previously granted to the Reporting Person that vested on August 15, 2025.

3. Represents forfeiture of time-based RSUs granted to the Reporting Person on March 5, 2024 in connection with the Reporting Person resigning from all services with the Issuer.

4. The shares were disposed of to satisfy the Reporting Person's tax withholding obligation in connection with an RSU award previously granted to the Reporting Person that vested on August 15, 2025.

5. Represents forfeiture of performance-based RSUs granted to the Reporting Person on March 6, 2023 in connection with the Reporting Person resigning from all services with the Issuer.

6. Represents forfeiture of performance-based RSUs granted to the Reporting Person on March 5, 2024 in connection with the Reporting Person resigning from all services with the Issuer.

7. This total includes 375,005 RSUs with performance based vesting conditions.

	/s/ James W. Green	08/19/2025
	** 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).
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FAQ

What did James W. Green report on Form 4 for HBIO?

He reported multiple RSU forfeitures and share dispositions on 08/15/2025, following his resignation from all services with Harvard Bioscience.

How many shares does James W. Green beneficially own after the transactions?

The Form 4 reports 2,452,566 shares beneficially owned following the reported transactions, including 375,005 performance-based RSUs.

Why were some shares sold according to the filing?

The filing states certain shares were disposed of to satisfy the reporting person's tax withholding obligations in connection with RSU vesting.

Which RSU grants were forfeited?

Forfeitures relate to time-based RSUs granted on March 6, 2023 and March 5, 2024, and performance-based RSUs granted on those same dates, as stated in the filing.

What prices are shown for the withholding sales?

The Form 4 lists the withholding disposals at a price of $0.529 per share for the specified sales.