MeiraGTx CDO RSUs Vest; Shares Withheld for Taxes

MeiraGTx Holdings plc Chief Development Officer Stuart Naylor reported equity award activity related to previously granted restricted share units.

Rhea-AI Filing Summary

MeiraGTx Holdings plc Chief Development Officer Stuart Naylor reported equity award activity related to previously granted restricted share units. On February 21, 2026, one-quarter of his restricted share units granted on February 21, 2023 vested, resulting in 25,000 restricted share units converting into 25,000 ordinary shares, with no exercise price. Following this vesting and conversion, his direct holdings briefly totaled 707,916 ordinary shares. To cover tax obligations on the vesting, 11,750 ordinary shares were withheld and disposed of at $7.45 per share, a tax-withholding disposition rather than an open-market sale, leaving him with 696,166 ordinary shares held directly.

Insider Trade Summary

25,000 shares exercised/converted

Exercise 3 txns

Insider Naylor Stuart

Role CHIEF DEV. OFFICER

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	25,000	$0.00	$0.00
Exercise	Ordinary Shares	25,000	$0.00	$0.00
Exercise Price or Tax Liability	Ordinary Shares	11,750	$7.45	$88K

Holdings After Transaction: Restricted Share Units — 25,000 contracts (Direct); Ordinary Shares — 696,166 shares (Direct)

Footnotes (3)

1. F1. Represents vesting of one-quarter of restricted share units granted on February 21, 2023.
2. F2. Each restricted share unit converts into one ordinary share upon vesting.
3. F3. Shares withheld for payment of taxes upon vesting of award.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did MeiraGTx (MGTX) executive Stuart Naylor report on this Form 4?

Stuart Naylor, Chief Development Officer of MeiraGTx (MGTX), reported the vesting and conversion of 25,000 restricted share units into ordinary shares, plus a related tax-withholding share disposition, all dated February 21, 2026 and held under direct ownership.

How many MeiraGTx (MGTX) restricted share units vested for Stuart Naylor?

One-quarter of a prior award vested for 25,000 restricted share units. The filing notes these units were originally granted on February 21, 2023, and each restricted share unit converted into one ordinary share of MeiraGTx upon vesting on February 21, 2026.

What is the conversion ratio of MeiraGTx (MGTX) restricted share units to ordinary shares?

Each MeiraGTx restricted share unit converts into one ordinary share upon vesting. In this Form 4, 25,000 restricted share units converted into 25,000 ordinary shares, consistent with the one-for-one conversion ratio disclosed in the footnotes.

How many MeiraGTx (MGTX) shares were withheld for taxes in this Form 4?

11,750 ordinary shares of MeiraGTx were withheld to pay taxes due upon vesting of the restricted share unit award. These shares were disposed of at $7.45 per share, and the footnote specifies they were withheld solely for tax payment purposes.

How many MeiraGTx (MGTX) shares does Stuart Naylor hold after these transactions?

After the vesting, conversion, and tax-withholding disposition, Stuart Naylor directly holds 696,166 ordinary shares of MeiraGTx. His holdings briefly totaled 707,916 ordinary shares before 11,750 shares were withheld and disposed to cover tax obligations.

Was the MeiraGTx (MGTX) share disposition an open-market sale?

No, the Form 4 describes the 11,750-share disposition as shares withheld for payment of taxes upon vesting of the award. This indicates a tax-withholding transaction, not a discretionary open-market sale initiated by the executive.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/23/2026 - 09:20 PM EST Learn about SEC filing dates

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^*

Naylor Stuart

(Last) (First) (Middle)

655 THIRD AVENUE

SUITE 1115

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MeiraGTx Holdings plc [ MGTX ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF DEV. OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026

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
Ordinary Shares	02/21/2026		M		25,000(1)	A	(2)	707,916	D
Ordinary Shares	02/21/2026		F		11,750(3)	D	$7.45	696,166	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
Restricted Share Units	(2)	02/21/2026		M			25,000	(1)	(1)	Ordinary Shares	25,000	$0	25,000	D

Explanation of Responses:

1. Represents vesting of one-quarter of restricted share units granted on February 21, 2023.

2. Each restricted share unit converts into one ordinary share upon vesting.

3. Shares withheld for payment of taxes upon vesting of award.

	/s/ Richard Giroux, Attorney-in-fact for Stuart Naylor	02/23/2026
	** 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.
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