Stock and PSU grants to AEye (NASDAQ: LIDR) secretary and counsel

Rhea-AI Filing Summary

AEye, Inc. reported that Secretary & General Counsel Andrew S. Hughes received equity awards on February 9, 2026. He was granted 121,229 restricted stock units that convert one-for-one into common shares, bringing his directly held common stock to 201,925 shares after the award.

He was also granted 121,229 performance stock units, each economically equivalent to one share of common stock. These PSUs vest in tranches if the company’s five-day average share price reaches $3, $4, and $5 before December 31, 2030; unvested PSUs then are forfeited.

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^*

HUGHES ANDREW S

(Last) (First) (Middle)

4670 WILLOW ROAD

SUITE 125

(Street)

PLEASANTON CA 94588

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AEye, Inc. [ LIDR ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Secretary & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		A		121,229(1)	A	$0	201,925	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
Performance Stock Units	(2)	02/09/2026		A		121,229		(3)	12/31/2030	Common Stock	121,229	$0	121,229	D

Explanation of Responses:

1. Represents restricted stock units which convert into common stock on a one-for-one basis at vesting. The Reporting Person received a restricted stock unit award which vests as to 1/4th of the total shares on the 15th day of the second month of each calendar quarter for a period of four (4) calendar quarters beginning on February 15, 2026.

2. Each performance stock unit ("PSU") is the economic equivalent of a share of common stock and represents the right to receive one share of common stock at vesting, unless sufficient shares are not available in the Company's 2021 Equity Incentive Plan, in which case the PSUs will be settled in cash based on the 5-day trailing average closing price of the Company's stock.

3. The PSUs will incrementally vest when the Company's closing price, as reported on NASDAQ, based on a five-day trailing average: (i) meets or exceeds $3.00 per share, as to one-third of the PSUs; (ii) meets or exceeds $4.00 per share, as to one-third of the PSUs; and (iii) meets or exceeds $5.00 per share, as to one-third of the PSUs. To the extent any PSUs have not vested by December 31, 2030, such PSUs shall be forfeited in their entirety.

	/s/ Siraj Husain by power of attorney previously filed	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did AEye (LIDR) report for Andrew S. Hughes?

AEye reported equity awards to Secretary & General Counsel Andrew S. Hughes. He received 121,229 restricted stock units and 121,229 performance stock units, both at no cash cost, increasing his directly held common stock to 201,925 shares after the grant date of February 9, 2026.

How many AEye (LIDR) restricted stock units were granted in this Form 4?

The Form 4 shows a grant of 121,229 restricted stock units to Andrew S. Hughes. These units convert into common stock on a one-for-one basis and vest in four equal installments on the 15th day of the second month of each calendar quarter, starting February 15, 2026.

What are the terms of the AEye (LIDR) performance stock units granted?

AEye granted 121,229 performance stock units to Andrew S. Hughes. Each PSU equals one share of common stock at vesting, with vesting tied to five-day average share prices of $3, $4, and $5. Any PSUs unvested by December 31, 2030 are forfeited entirely.

What is Andrew S. Hughes’s AEye (LIDR) shareholding after this transaction?

After the reported grant, Andrew S. Hughes directly holds 201,925 shares of AEye common stock. In addition, he holds 121,229 performance stock units, which may convert into shares if specific stock price conditions are met before December 31, 2030, otherwise they are forfeited.

Does the AEye (LIDR) Form 4 involve any stock purchases or sales?

The Form 4 reflects grant or award acquisitions, not market purchases or sales. Andrew S. Hughes received 121,229 restricted stock units and 121,229 performance stock units at a price of $0 per unit as part of his compensation, with future vesting conditions attached.

How do the AEye (LIDR) performance stock units vest for Andrew S. Hughes?

The performance stock units vest in three tranches using a five-day trailing average share price. One-third vests at $3.00 per share, another third at $4.00, and the final third at $5.00. Any PSUs not vested by December 31, 2030 are forfeited in full.