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LASR Form 4: Scott Keeney Disposes 54,000 Shares for Tax Withholding

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

nLIGHT, Inc. (LASR) Director and President/CEO Scott H. Keeney reported non-discretionary sales totaling 54,000 shares across three days to satisfy tax withholding on vesting restricted stock units. The sales occurred on 08/20/2025 (18,782 shares at $25.67), 08/21/2025 (18,200 shares at $26.49), and 08/22/2025 (17,018 shares at $28.33). These were "sell-to-cover" transactions mandated by the issuer and therefore not voluntary trades by the reporting person. Following the transactions, the reporting person beneficially owned 2,549,466 shares, a figure that includes both fully owned common stock and unvested restricted stock units.

Positive

  • Clear disclosure that the sales were "sell-to-cover" to satisfy tax withholding obligations, indicating transparency
  • Detailed transaction reporting with dates, share amounts, and prices for each disposition
  • Substantial remaining ownership of 2,549,466 shares (includes unvested RSUs), showing continued insider stake

Negative

  • Reduction in beneficial ownership: total of 54,000 common shares were sold across three transactions
  • Cash realized from sales at prices between $25.67 and $28.33 reduced the insider's fully owned share count

Insights

TL;DR: Insider sold shares to cover RSU tax withholding; transaction is routine and non-discretionary, with modest dilution of insider stake.

The Form 4 shows a total of 54,000 shares sold across three dates for tax-withholding related to RSU vesting, at prices ranging from $25.67 to $28.33. Because the issuer mandated a "sell-to-cover" method, these sales are administrative rather than directional signals about company prospects. The reporting person still holds 2,549,466 shares including unvested RSUs, indicating continued substantial ownership.

TL;DR: Disclosure is clear and complies with Section 16 reporting; sales are explained as required tax withholding rather than discretionary insider trading.

The Form 4 clearly states the sales were to satisfy tax withholding on RSU settlement and were mandated by the issuer's election for "sell-to-cover" treatment. The filing includes transaction dates, share counts, and prices for each disposition and is signed by an attorney-in-fact, which supports procedural completeness. No additional derivative or plan details are included in this filing.

Insider Keeney Scott H
Role President and CEO
Sold 54,000 shs ($1.45M)
Type Security Shares Price Value
Sale Common Stock 17,018 $28.33 $482K
Sale Common Stock 18,200 $26.49 $482K
Sale Common Stock 18,782 $25.67 $482K
Holdings After Transaction: Common Stock — 2,549,466 shares (Direct)
Footnotes (1)
  1. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. Includes common stock owned and unvested restricted stock units.
Form 4 Insider Transactions: What Each Field Means →
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*
Keeney Scott H
(Last) (First) (Middle)
4637 NW 18TH AVENUE
(Street)
CAMAS WA 98607
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NLIGHT, INC. [ LASR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025
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 08/20/2025 S 18,782(1) D $25.67 2,584,684(2) D
Common Stock 08/21/2025 S 18,200(1) D $26.49 2,566,484(2) D
Common Stock 08/22/2025 S 17,018(1) D $28.33 2,549,466(2) 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. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.
2. Includes common stock owned and unvested restricted stock units.
Remarks:
/s/ Julie Dimmick, as attorney-in-fact 08/22/2025
** 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Scott H. Keeney report on Form 4 for LASR?

He reported three sell-to-cover dispositions totaling 54,000 shares across 08/20/2025–08/22/2025 to satisfy tax withholding on vested RSUs.

How many shares were sold and at what prices?

18,782 shares at $25.67 on 08/20/2025, 18,200 at $26.49 on 08/21/2025, and 17,018 at $28.33 on 08/22/2025.

Were these sales discretionary trades by the insider?

No. The Form 4 explicitly states the sales were mandated by the issuer as "sell-to-cover" for tax withholding and not discretionary transactions by the reporting person.

What is the reporting person’s beneficial ownership after these transactions?

2,549,466 shares, which includes both owned common stock and unvested restricted stock units.

Does the Form 4 report any derivative securities or option exercises?

No. Table II for derivative securities shows no reported acquisitions or dispositions in this filing.

Who signed the Form 4 and when?

Signed by Julie Dimmick as attorney-in-fact on 08/22/2025, per the signature block in the filing.