Milestone Pharmaceuticals (MIST) CEO reports PSU vesting, option award and tax-related share sales

Rhea-AI Filing Summary

Milestone Pharmaceuticals President and CEO Joseph Oliveto reported equity awards tied to FDA approval and routine tax-related sales. On December 12, 2025, he acquired 280,000 performance stock units and a matching 280,000-share stock option at $1.74, vesting in two equal tranches in 2026 after Cardamyst (etripamil) received a New Drug Application approval letter.

He also reported sell-to-cover sales of 133,054 common shares at $2.32 on December 15, 2025 and 34,523 shares at $1.93 on January 26, 2026, executed solely to cover income tax liabilities upon PSU and RSU vesting. On January 26, 2026, 66,600 RSUs converted into common shares as part of a four-year vesting schedule, leaving him with 482,744 common shares and 199,800 RSUs directly beneficially owned.

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^*

Oliveto Joseph

(Last) (First) (Middle)

C/O MILESTONE PHARMACEUTICALS INC.

1111 DR. FREDERIK-PHILIPS BLVD, STE 420

(Street)

MONTREAL A8 H4M 2X6

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Milestone Pharmaceuticals Inc. [ MIST ]

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)
12/12/2025

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 Shares	12/12/2025		A		280,000(1)	A	(2)	583,721	D
Common Shares	12/15/2025		S(3)		133,054	D	$2.32(4)	450,667	D
Common Shares	01/26/2026		M		66,600	A	(5)	517,267	D
Common Shares	01/26/2026		S(3)		34,523	D	$1.93(4)	482,744	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
Employee Stock Option (right to buy)	$1.74	12/12/2025		A		280,000		(6)	05/06/2034	Common Shares	280,000	$0	280,000	D
Restricted Stock Units	(5)	01/26/2026		M			66,600	(7)	(7)	Common Shares	66,600	$0	199,800	D

Explanation of Responses:

1. Represents a performance stock unit ("PSU") award that vested upon the certification by the Compensation Committee of the Board of Directors of the Issuer that the U.S. Food and Drug Administration has provided a New Drug Application Approval Letter granting approval of Cardamyst (etripamil).

2. Each PSU represents a contingent right to receive one common share.

3. Represents shares sold pursuant to a sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of PSUs or restricted stock unit ("RSU") awards only, respectively.

4. The price reported is a weighted average price. These shares were sold in multiple transactions. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. Each RSU represents a contingent right to receive one common share.

6. 50% of the option will vest on June 12, 2026 and 50% will vest on December 12, 2026, subject to the Reporting Person continuing to provide service through each such date.

7. One-fourth (1/4th) of the shares subject to the RSU award vested or will vest on each of January 26, 2026, January 26, 2027, January 26, 2028 and January 26, 2029, subject to the Reporting Person continuing to provide service through each such date.

	/s/ Joseph Oliveto	01/28/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did MIST CEO Joseph Oliveto report in this Form 4?

Joseph Oliveto reported vesting of performance stock units, a 280,000-share stock option grant at $1.74, RSU conversions, and related share sales. The sales were executed under sell-to-cover arrangements to pay income tax liabilities from PSU and RSU vesting events.

How is FDA approval of Cardamyst (etripamil) linked to MIST CEO equity awards?

A 280,000-unit performance stock award vested after the Compensation Committee certified that the FDA issued a New Drug Application approval letter for Cardamyst (etripamil). Each performance stock unit represents a contingent right to receive one Milestone Pharmaceuticals common share upon vesting.

What stock option grant did the MIST CEO receive according to this filing?

The CEO received an employee stock option for 280,000 common shares at an exercise price of $1.74. Half vests on June 12, 2026 and the remaining half on December 12, 2026, contingent on his continued service through each vesting date.

Why did the MIST CEO sell common shares on December 15, 2025 and January 26, 2026?

The reported sales, including 133,054 shares at $2.32 and 34,523 shares at $1.93, were made under sell-to-cover arrangements. They were solely to satisfy income tax liabilities triggered by vesting performance stock units and restricted stock units.

How many Milestone Pharmaceuticals common shares does the CEO hold after these transactions?

After the reported trades and equity vesting events, the CEO directly beneficially owned 482,744 Milestone Pharmaceuticals common shares. He also held 199,800 restricted stock units, each representing a contingent right to receive one additional common share upon future vesting.

What is the vesting schedule for the MIST CEO’s RSU award in this filing?

The RSU award vests in four equal annual installments. One-fourth vested on January 26, 2026, with remaining installments scheduled for January 26, 2027, January 26, 2028, and January 26, 2029, subject to the CEO’s continued service through each vesting date.