Innovative Solutions & Support (ISSC) CFO receives new equity awards

Rhea-AI Filing Summary

DiGiovanni Jeffrey reported acquisition or exercise transactions in this Form 4 filing.

Innovative Solutions & Support Inc. Chief Financial Officer Jeffrey DiGiovanni reported equity awards granted on February 17, 2026. He received non-qualified stock options for 16,108 shares, 9,455 performance stock units, and 9,455 restricted stock units, all at a grant price of zero.

The restricted stock units vest over time, with one-third on the first anniversary of grant and then one-eighth on each quarterly anniversary, subject to continued employment. The stock options vest one-quarter on the first anniversary and one-twelfth on each quarterly anniversary thereafter. The performance stock units vest in three equal annual tranches if the company’s stock reaches specified price levels.

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

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 PA 19341

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INNOVATIVE SOLUTIONS & SUPPORT INC [ ISSC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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
Restricted Stock Units	02/17/2026		A		9,455(1)	A	$0.00	92,205	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
Non-Qualified Stock Option (Right to Buy)	$19.83	02/17/2026		A		16,108		(2)	02/17/2036	Common Stock	16,108	$0	16,108	D
Performance Stock Units	(3)	02/17/2026		A		9,455		(3)	02/17/2036	Common Stock	9,455	$0	9,455	D

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: 1/3rd on the first anniversary of the grant date and 1/8th 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. Each Performance Stock Unit represents a contingent right to receive one share of issuer common stock. The Performance Stock Units vest in equal tranches on each of the first, second and third anniversary of the date of grant, subject to the issuer's common stock achieving specified prices per share.

	/s/ Jeffrey DiGiovanni	02/19/2026
	** 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.
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.

FAQ

What insider transactions did ISSC CFO Jeffrey DiGiovanni report on this Form 4?

Jeffrey DiGiovanni reported equity awards granted on February 17, 2026, including stock options and stock units. He received 16,108 non-qualified stock options, 9,455 performance stock units, and 9,455 restricted stock units, all awarded at a grant price of zero per share.

How do the restricted stock units granted to ISSC’s CFO vest?

The restricted stock units vest gradually over time, tied to continued employment. One-third vests on the first anniversary of the grant date, and one-eighth vests on each quarterly anniversary afterward, providing ongoing retention incentives as the units convert into common shares over the schedule.

What is the vesting schedule for the stock options granted to ISSC’s CFO?

The non-qualified stock options vest in stages over multiple years. One-quarter of the options vests on the first anniversary of the grant date, and one-twelfth vests on each quarterly anniversary thereafter, conditioned on the executive’s continued employment with the company.

How do the performance stock units for ISSC’s CFO vest?

Each performance stock unit represents a right to one share of common stock, subject to conditions. They vest in equal tranches on the first, second, and third anniversaries of the grant date, but only if the company’s common stock achieves specified target prices per share.

Under which plan were the ISSC CFO’s equity awards granted?

All reported awards were granted under the company’s 2019 Stock-Based Incentive Compensation Plan. This plan authorizes grants of options, restricted stock units, and performance stock units designed to align executive compensation with shareholder interests and the company’s long-term performance.

Do the ISSC CFO’s new equity awards involve any cash purchase?

The reported grants were awarded at a price of zero per share, meaning the CFO did not buy shares in a cash transaction. Instead, he received options and stock units that may convert into common shares over time if vesting conditions are satisfied.