HCKT insider vesting: 262,295 shares delivered; 103,213 withheld
Rhea-AI Filing Summary
Officer and director Ted A. Fernandez reported the vesting and acquisition of equity tied to performance awards. On 09/16/2025 262,295 shares were delivered on vesting of performance restricted stock units (PRSUs) after the first of three pre-established stock price hurdles was achieved; 103,213 shares were withheld to satisfy tax obligations. Following these transactions the reporting person beneficially owns 1,850,465 shares directly and, counting newly vested shares and derivative holdings, 524,590 derivative shares are recorded as beneficially owned.
The PRSUs originate from a grant on 09/16/2024 tied to a performance period ending on 12/31/2028. The filing discloses two irrevocable trusts holding 69,948 and 87,143 shares indirectly. The vesting reflects achievement of a single stock-price hurdle but the PRSUs for the second and third hurdles remain subject to additional time and performance conditions.
Positive
- 262,295 PRSUs vested after the first stock-price hurdle was achieved
- Continued substantial ownership with 1,850,465 shares directly beneficially owned
- Performance-based pay converted to equity, aligning compensation with shareholder returns
Negative
- 103,213 shares withheld to satisfy tax obligations, reducing net shares delivered
- Significant contingent awards remain; additional vesting depends on two future price hurdles and service through anniversaries
- Potential dilution from up to 262,295 additional shares underlying outstanding PRSUs
Insights
Vesting shows partial performance target met; continued service and future hurdles remain.
The vesting of 262,295 PRSUs indicates the first of three stock-price hurdles was met during the 09/16/2024–12/31/2028 performance period. This converts contingent awards into ordinary shares, increasing beneficial ownership and aligning executive pay with share price performance.
Risks and dependencies include the remaining two stock-price hurdles and required service through each anniversary; those PRSUs may not vest until the second and third anniversaries of the grant date. Monitor subsequent filings for additional vesting events or changes to outstanding PRSU counts over the next 2–3 years.
Share withholding reduced net receipt and signals routine tax handling of vested awards.
The report shows 103,213 shares withheld to satisfy tax withholding, a standard mechanism that reduces the net shares delivered to the reporting person. After withholding, the filing records continued substantial ownership of 1,850,465 shares directly, plus derivative holdings totaling 524,590.
Key items to watch are future withholding amounts at subsequent vesting dates and any acceleration or modification of award terms before 12/31/2028. Changes would appear in later Section 16 filings and could affect dilution and reported insider ownership.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Restricted Stock Units | 262,295 | $0.00 | -- |
| Exercise | Common Stock | 262,295 | $0.00 | -- |
| Tax Withholding | Common Stock | 103,213 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Represents the number of shares of Common Stock that were acquired on vesting of the performance stock units ("PRSUs") granted on September 16, 2024, upon the achievement of the first of three pre-established stock price hurdles over a performance period beginning on September 16, 2024, and ending on December 31, 2028 (the "Performance Period") and the satisfaction of the time-based vesting condition Includes 131,913 unvested RSUs. Represents shares withheld to satisfy tax withholding obligations. Each PRSU represents a contingent right to receive one share of Common Stock. The number of shares of Common Stock that will be acquired on vesting of the PRSUs is contingent upon the achievement of pre-established stock price hurdles during the Performance Period. Notwithstanding the date of achievement of the stock price hurdles during the Performance Period, the PRSUs subject to the second and third stock price hurdles may not vest until the second and third anniversary of the grant date, respectively, which requires continued service through such date.
