Why were James Nias’s LASR share sales described as sell-to-cover transactions?

A footnote states the reported sale represents shares sold to cover tax withholding obligations from restricted stock unit vesting. The issuer elected to satisfy taxes through a required sell-to-cover transaction, so these sales were mandated by company policy rather than discretionary trading decisions by Nias.

nLIGHT (NASDAQ: LASR) CAO sells shares to cover RSU taxes

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

nLIGHT Chief Accounting Officer James Nias reported two mandated share sales that were executed solely to cover taxes on vesting restricted stock units. On May 15, 2026, he sold 1,487 shares of common stock at a weighted average price of $75.16 per share. On May 18, 2026, he sold 1,565 shares at a weighted average price of $70.82 per share.

Footnotes explain these transactions were required "sell to cover" trades under the company’s tax withholding policy and were not discretionary sales. After the transactions, he holds 100,594 shares, which the disclosure notes include both common stock and unvested restricted stock units.

Insider Trade Summary

Net Seller: 3,052 shares ($222,596)

Net Sell 2 txns

Insider Nias James

Role Chief Accounting Officer

Sold 3,052 shs ($223K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,565	$70.82	$111K
Sale	Common Stock	1,487	$75.16	$112K

Holdings After Transaction: Common Stock — 100,594 shares (Direct, null)

Footnotes (1)

This reported sale 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. The reported transaction involves sale transactions from $75.16 to $75.16 per share. The weighted average price per share was $75.16. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price. Includes common stock owned and unvested restricted stock units. The reported transaction involves sale transactions from $70.82 to $70.82 per share. The weighted average price per share was $70.82. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price. Amount includes shares purchased pursuant to the nLIGHT, Inc. Employee Stock Purchase Plan ("ESPP"), for the ESPP purchase period of November 16, 2025 through May 15, 2026. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the issuer's common stock on November 17th, 2025.

Key Figures

Shares sold 15 May 2026: 1,487 shares at $75.16 Shares sold 18 May 2026: 1,565 shares at $70.82 Total shares sold: 3,052 shares +2 more

5 metrics

Shares sold 15 May 2026 1,487 shares at $75.16 Open-market sale to cover RSU tax withholding

Shares sold 18 May 2026 1,565 shares at $70.82 Open-market sale to cover RSU tax withholding

Total shares sold 3,052 shares Net sale across both reported transactions

Post-transaction holdings 100,594 shares Common stock and unvested RSUs after May 18, 2026 sale

ESPP purchase discount 85% of closing price Price versus November 17, 2025 close for ESPP purchases

Key Terms

sell to cover, restricted stock units, weighted average price, Employee Stock Purchase Plan ("ESPP"), +1 more

5 terms

sell to cover financial

"mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

restricted stock units financial

"tax withholding obligations in connection with the vesting and settlement of restricted stock units"

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.

weighted average price financial

"The reported transaction involves sale transactions from $75.16 to $75.16 per share. The weighted average price per share was $75.16."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Employee Stock Purchase Plan ("ESPP") financial

"Amount includes shares purchased pursuant to the nLIGHT, Inc. Employee Stock Purchase Plan ("ESPP"), for the ESPP purchase period"

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units"

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 08:00 PM

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^*

Nias James

(Last)

(First)

(Middle)

4637 NW 18TH AVENUE

(Street)

CAMAS

WASHINGTON

98607

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NLIGHT, INC. [ LASR ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2026		S		1,487⁽¹⁾	D	$75.16⁽²⁾	101,744⁽³⁾	D
Common Stock	05/18/2026		S		1,565⁽¹⁾	D	$70.82⁽⁴⁾	100,594⁽³⁾⁽⁵⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This reported sale 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. The reported transaction involves sale transactions from $75.16 to $75.16 per share. The weighted average price per share was $75.16. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

3. Includes common stock owned and unvested restricted stock units.

4. The reported transaction involves sale transactions from $70.82 to $70.82 per share. The weighted average price per share was $70.82. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

5. Amount includes shares purchased pursuant to the nLIGHT, Inc. Employee Stock Purchase Plan ("ESPP"), for the ESPP purchase period of November 16, 2025 through May 15, 2026. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the issuer's common stock on November 17th, 2025.

Remarks:

	/s/ Julie Dimmick, as attorney-in-fact	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did LASR executive James Nias report on this Form 4?

James Nias, nLIGHT’s Chief Accounting Officer, reported two small common stock sales totaling 3,052 shares. The trades were linked to restricted stock unit vesting and were executed under a mandated sell-to-cover arrangement to satisfy tax withholding obligations, not discretionary selling.

How many nLIGHT (LASR) shares did James Nias sell and at what prices?

He sold 1,487 nLIGHT common shares at a weighted average price of $75.16 and 1,565 shares at $70.82. Together, these Form 4 transactions represent 3,052 shares sold in open-market trades associated with tax withholding on restricted stock unit vesting.

How many LASR shares does James Nias hold after these insider transactions?

Following the May 2026 sales, Nias is reported to hold 100,594 shares of nLIGHT stock. A footnote notes this amount includes both common shares and unvested restricted stock units, providing a combined view of his equity position after the tax-related sell-to-cover trades.

What does the Form 4 say about James Nias’s participation in nLIGHT’s ESPP?

One footnote explains his holdings include shares purchased under the nLIGHT Employee Stock Purchase Plan for the period November 16, 2025 through May 15, 2026. These ESPP shares were bought at 85% of the closing price of the company’s common stock on November 17, 2025.

Do these LASR insider sales indicate discretionary selling by James Nias?

The filing indicates they do not. It explicitly states the sale was mandated by the issuer’s election to fund tax withholding through sell-to-cover transactions. This language clarifies the trades were driven by tax obligations on RSU vesting, rather than discretionary market timing decisions.