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[Form 4/A] INNOVATIVE SOLUTIONS & SUPPORT INC Amended Insider Trading Activity

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

INNOVATIVE SOLUTIONS & SUPPORT INC Chief Financial Officer Jeffrey DiGiovanni reported compensation-related equity grants. On February 17, 2026, he received 9,455 Restricted Stock Units valued at $19.83 per unit, bringing his direct common stock holdings to 92,205 shares after the grant.

He was also granted 21,307 Performance Stock Units, each representing a contingent right to one share of common stock that vests when the stock reaches specified prices per share, and 16,108 non-qualified stock options with a $19.83 exercise price. The RSUs and options vest one-quarter on the first anniversary of the grant date and one-twelfth on each quarterly anniversary thereafter, subject to continued employment. The filing amends a prior Form 4 to correct the originally understated number of performance stock units.

Positive

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Insider DiGiovanni Jeffrey
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Non-Qualified Stock Option (Right to Buy) 16,108 $0.00 --
Grant/Award Performance Stock Units 21,307 $0.00 --
Grant/Award Restricted Stock units 9,455 $19.83 $187K
Holdings After Transaction: Non-Qualified Stock Option (Right to Buy) — 16,108 shares (Direct, null); Performance Stock Units — 21,307 shares (Direct, null); Restricted Stock units — 92,205 shares (Direct, null)
Footnotes (1)
  1. The RSUs were granted pursuant to the Company's 2019 Stock-Based Incentive Compensation Plan. Each RSU represents the right to receive one share of Common Stock, subject to adjustment as provided in the Award Agreement. The RSUs are scheduled to vest in accordance with the following schedule: 1/4th on the first anniversary of the grant date and 1/12th on each quarterly anniversary of the grant date thereafter, subject to continued employment by the reporting person. The non-qualified stock option was granted pursuant to the Company's 2019 Stock-Based Incentive Compensation Plan. The option is scheduled to vest in accordance with the following schedule: 1/4th on the first anniversary of the grant date and 1/12th on each quarterly anniversary of the grant date thereafter, subject to continued employment by the reporting person. The Reporting Person is amending the Form 4 filed on February 19, 2026 to correct the number of performance stock units granted to the Reporting person, which were originally understated due to a clerical error. Each Performance Stock Unit represents a contingent right to receive one share of issuer common stock. The Performance Stock Units vest upon the issuer's common stock achieving specified prices per share.
RSU grant 9,455 units at $19.83 Restricted Stock Units granted February 17, 2026
Common shares held 92,205 shares Common stock directly held after RSU grant
Performance Stock Units grant 21,307 units Contingent rights to common shares, vest on price targets
Non-qualified stock options 16,108 options at $19.83 Options to buy common stock granted February 17, 2026
Option expiration February 17, 2036 Expiration date for non-qualified stock options
PSU expiration February 17, 2036 Expiration date for Performance Stock Units award
Restricted Stock Units financial
"The RSUs were granted pursuant to the Company's 2019 Stock-Based Incentive Compensation Plan."
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.
Performance Stock Units financial
"The Reporting Person is amending the Form 4 filed on February 19, 2026 to correct the number of performance stock units granted."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Non-Qualified Stock Option financial
"The non-qualified stock option was granted pursuant to the Company's 2019 Stock-Based Incentive Compensation Plan."
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
2019 Stock-Based Incentive Compensation Plan financial
"was granted pursuant to the Company's 2019 Stock-Based Incentive Compensation Plan."
contingent right financial
"Each Performance Stock Unit represents a contingent right to receive one share of issuer common stock."
SEC Form 4
FORM 4UNITED 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*
DiGiovanni Jeffrey

(Last)(First)(Middle)
C/O INNOVATIVE SOLUTIONS & SUPPORT, INC.
720 PENNSYLVANIA DRIVE

(Street)
EXTON PENNSYLVANIA 19341

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
INNOVATIVE SOLUTIONS & SUPPORT INC [ ISSC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/19/2026
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)
CodeVAmount(A) or (D)Price
Restricted Stock units02/17/2026A9,455(1)A$19.8392,205D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (Right to Buy)$19.8302/17/2026A16,108 (2)02/17/2036Commer Stock16,108$016,108D
Performance Stock Units(3)02/17/2026A21,307(3) (4)02/17/2036Common Stock21,307$021,307D
Explanation of Responses:
1. The RSUs were granted pursuant to the Company's 2019 Stock-Based Incentive Compensation Plan. Each RSU represents the right to receive one share of Common Stock, subject to adjustment as provided in the Award Agreement. The RSUs are scheduled to vest in accordance with the following schedule: 1/4th on the first anniversary of the grant date and 1/12th on each quarterly anniversary of the grant date thereafter, subject to continued employment by the reporting person.
2. The non-qualified stock option was granted pursuant to the Company's 2019 Stock-Based Incentive Compensation Plan. The option is scheduled to vest in accordance with the following schedule: 1/4th on the first anniversary of the grant date and 1/12th on each quarterly anniversary of the grant date thereafter, subject to continued employment by the reporting person.
3. The Reporting Person is amending the Form 4 filed on February 19, 2026 to correct the number of performance stock units granted to the Reporting person, which were originally understated due to a clerical error.
4. Each Performance Stock Unit represents a contingent right to receive one share of issuer common stock. The Performance Stock Units vest upon the issuer's common stock achieving specified prices per share.
/s/ Jeffrey DiGiovanni05/01/2026
** Signature of Reporting PersonDate
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)

FAQ

What equity awards did ISSC CFO Jeffrey DiGiovanni receive on February 17, 2026?

Jeffrey DiGiovanni received 9,455 Restricted Stock Units, 21,307 Performance Stock Units, and 16,108 non-qualified stock options on February 17, 2026. Each RSU and Performance Stock Unit represents a right to one share of Innovative Solutions & Support common stock, subject to vesting conditions.

How do Jeffrey DiGiovanni’s new RSUs and options at ISSC vest over time?

Both the RSUs and non-qualified stock options vest one-quarter on the first anniversary of the February 17, 2026 grant date. The remaining three-quarters vest in equal one-twelfth installments on each quarterly anniversary thereafter, contingent on DiGiovanni’s continued employment with Innovative Solutions & Support.

What are the key terms of the Performance Stock Units granted to ISSC’s CFO?

The 21,307 Performance Stock Units each represent a contingent right to receive one share of Innovative Solutions & Support common stock. These units vest only if the company’s common stock attains specified per-share prices, tying the award’s realization to the company’s stock price performance over time.

What is the exercise price and structure of the new non-qualified stock options at ISSC?

The non-qualified stock options granted to Jeffrey DiGiovanni cover 16,108 shares of Innovative Solutions & Support common stock at a conversion or exercise price of $19.83 per share. These options vest on the same one-quarter and quarterly one-twelfth schedule as the RSUs, subject to continued employment.

Why did Innovative Solutions & Support file an amended Form 4/A for its CFO?

The amended Form 4/A corrects the number of Performance Stock Units previously reported for CFO Jeffrey DiGiovanni. The company disclosed that the original Form 4 understated the performance unit grant due to a clerical error, and this amendment updates the grant amount to 21,307 units.

How many Innovative Solutions & Support shares does the CFO hold after the RSU grant?

Following the February 17, 2026 Restricted Stock Unit grant, Jeffrey DiGiovanni directly holds 92,205 shares of Innovative Solutions & Support common stock. This figure reflects his non-derivative common stock position after the award of 9,455 new RSUs reported in the amended Form 4 filing.