Milestone (NASDAQ: MIST) CMO logs new equity grants and tax share sales

Rhea-AI Filing Summary

Milestone Pharmaceuticals Chief Medical Officer David Bharucha reported new equity awards and related share sales. On December 12, 2025, he acquired 100,000 performance stock units (PSUs) that vested when the FDA granted a New Drug Application approval letter for Cardamyst (etripamil), and he also received an option for 100,000 common shares at an exercise price of $1.74, vesting in two equal installments in 2026. On December 15, 2025, he sold 58,007 common shares at a weighted average price of $2.32 under a sell-to-cover arrangement for taxes. On January 26, 2026, 20,100 restricted stock units were converted into common shares, followed by the sale of 12,245 shares at a weighted average price of $1.93, also to cover tax liabilities. After these transactions, he directly owned 113,181 common shares and 60,300 restricted stock units, with remaining RSUs vesting in annual installments through 2029.

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^*

Bharucha David

(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)

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

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		100,000(1)	A	(2)	163,333	D
Common Shares	12/15/2025		S(3)		58,007	D	$2.32(4)	105,326	D
Common Shares	01/26/2026		M		20,100	A	(5)	125,426	D
Common Shares	01/26/2026		S(3)		12,245	D	$1.93(4)	113,181	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		100,000		(6)	05/06/2034	Common Shares	100,000	$0	100,000	D
Restricted Stock Units	(5)	01/26/2026		M			20,100	(7)	(7)	Common Shares	20,100	$0	60,300	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, Attorney-in-Fact	01/28/2026
	** 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 transactions did Milestone Pharmaceuticals (MIST) report for David Bharucha?

The filing shows Chief Medical Officer David Bharucha receiving PSUs and stock options and selling shares. He acquired 100,000 PSUs, an option for 100,000 shares, and sold shares in tax-related sell-to-cover transactions while retaining over 113,000 common shares.

How is FDA approval of Cardamyst reflected in this Milestone Pharmaceuticals (MIST) Form 4?

The Form 4 notes that a 100,000 PSU award vested when the FDA issued a New Drug Application approval letter for Cardamyst (etripamil). This ties Bharucha’s equity compensation directly to the regulatory approval milestone described in the filing.

What stock option grant did the Milestone Pharmaceuticals (MIST) CMO receive?

Bharucha received an employee stock option covering 100,000 common shares at an exercise price of $1.74. According to the disclosure, 50% vests on June 12, 2026 and the remaining 50% on December 12, 2026, contingent on continued service.

Why did the Milestone Pharmaceuticals (MIST) CMO sell shares in December 2025 and January 2026?

The filing states the sales were under sell-to-cover arrangements to pay income taxes from vesting PSUs and RSUs. He sold 58,007 shares at a weighted average of $2.32 and later 12,245 shares at $1.93.

How many Milestone Pharmaceuticals (MIST) shares does the CMO own after these transactions?

After the reported transactions, Bharucha directly held 113,181 common shares. He also beneficially owned 60,300 restricted stock units, which represent contingent rights to receive the same number of common shares as they vest over future dates.

What are the vesting terms for the Milestone Pharmaceuticals (MIST) CMO’s RSU award?

The RSU award vests in four equal installments. One-fourth vested or will vest on each of January 26, 2026, January 26, 2027, January 26, 2028, and January 26, 2029, subject to Bharucha’s continued service with Milestone Pharmaceuticals.