AEye (LIDR) CFO receives 208,713 RSUs and 208,713 PSUs

Rhea-AI Filing Summary

AEye, Inc. reported new equity awards to its Treasurer & CFO, Tierney Conor B. On February 9, 2026, the executive acquired 208,713 restricted stock units and 208,713 performance stock units at a price of $0 under company equity plans, rather than through open-market buying.

The restricted stock units convert into common stock on a one-for-one basis and vest in four equal quarterly installments beginning February 15, 2026. The performance stock units vest in thirds if AEye’s stock achieves five-day average closing prices of $3.00, $4.00, and $5.00 per share, respectively, before December 31, 2030; any unvested PSUs at that date 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

OMB APPROVAL

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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^*

Tierney Conor B

(Last) (First) (Middle)

4670 WILLOW ROAD

(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)
	Treasurer & CFO

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		208,713(1)	A	$0	377,397	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		208,713		(3)	12/31/2030	Common Stock	208,713	$0	208,713	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 in this Form 4?

AEye reported equity awards to its Treasurer & CFO. On February 9, 2026, Tierney Conor B received 208,713 restricted stock units and 208,713 performance stock units, both at $0 per unit, reflecting compensation grants rather than open-market share purchases.

How many AEye (LIDR) shares does the CFO beneficially own after this filing?

The CFO beneficially owns 377,397 shares of common stock. This total includes the newly granted 208,713 restricted stock units, which convert into common stock at vesting on a one-for-one basis, in addition to previously held shares recorded as directly owned.

How do the new restricted stock units for AEye (LIDR) CFO vest?

The restricted stock units vest in four quarterly installments. One-quarter of the 208,713 RSUs vests on the 15th day of the second month of each calendar quarter, over four quarters, beginning on February 15, 2026, assuming continued service and plan conditions.

What are the vesting conditions for AEye (LIDR) performance stock units?

The performance stock units vest based on stock price hurdles. One-third vests if the five-day average closing price reaches $3.00, another third at $4.00, and the final third at $5.00 per share, with all vesting required before December 31, 2030.

Can AEye (LIDR) performance stock units be settled in cash instead of shares?

Yes, PSUs can be cash-settled in certain cases. If sufficient shares are not available in AEye’s 2021 Equity Incentive Plan at vesting, the performance stock units will be settled in cash using the five-day trailing average closing price of the company’s stock.

What happens to unvested AEye (LIDR) performance stock units after 2030?

Unvested performance stock units are forfeited after December 31, 2030. Any PSUs that have not vested by that date, because stock price targets were not met or other conditions failed, will be cancelled in full with no shares or cash delivered.