IS&S (NASDAQ: ISSC) CFO reports RSU tax-withholding share disposal

Rhea-AI Filing Summary

Innovative Solutions & Support Inc. reported that Chief Financial Officer Jeffrey DiGiovanni had shares withheld to cover taxes on vesting restricted stock units. On this Form 4, 2,172 shares of common stock were disposed of at $23.52 per share through tax withholding, leaving him with 90,033 directly owned shares.

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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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)
02/18/2026

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
Common Stock	02/18/2026		F		2,172(1)	D	$23.52	90,033	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. These shares of common stock were withheld by the issuer to satisfy the reporting person's tax obligations in connection with the vesting of restricted stock units.

	/s/ Jeffrey DiGiovanni	02/20/2026
	** 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).
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FAQ

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

The ISSC Chief Financial Officer reported a tax-withholding disposition of common stock. Shares were withheld by the company to cover his tax obligations arising from the vesting of restricted stock units, rather than an open-market sale of shares.

How many ISSC shares were disposed of in Jeffrey DiGiovanni’s February 2026 Form 4?

The Form 4 shows a disposal of 2,172 shares of common stock. These shares were withheld by Innovative Solutions & Support Inc. to satisfy the CFO’s tax obligations connected to restricted stock unit vesting, according to the filing footnote.

At what price were the ISSC shares valued for the CFO’s tax-withholding transaction?

The disposed ISSC shares were valued at $23.52 per share. This price is used in the Form 4 entry documenting the tax-withholding disposition related to the vesting of restricted stock units for Chief Financial Officer Jeffrey DiGiovanni.

How many ISSC shares does the CFO own after this reported transaction?

After the tax-withholding disposition, the CFO directly owns 90,033 shares of ISSC common stock. This post-transaction ownership figure is disclosed in the Form 4 as the total shares beneficially owned following the reported event.

Was the ISSC CFO’s Form 4 transaction an open-market sale of shares?

No, the transaction was a tax-withholding disposition, not an open-market sale. The issuer withheld shares to pay the CFO’s tax obligations from restricted stock unit vesting, as specifically described in the Form 4 footnote.