Maison Solutions grants COO 1,500 shares
Maison Solutions Inc.’s COO received an immediately vested 1,500-share stock grant under the 2023 plan, his first reported ownership in the company’s Class A stock.
Rhea-AI Filing Summary
Maison Solutions Inc. (symbol: MSS) is the issuer of record for a Form 4 filing submitted to the SEC. Cao Xi reported acquisition or exercise transactions in this Form 4 filing.
Maison Solutions Inc. (MSS) reported that Chief Operating Officer Xi Cao received a grant of 1,500 shares of Class A Common Stock on September 3, 2026. The award was granted under the 2023 Stock Incentive Plan, vests in full immediately, and is described as non-forfeitable upon grant.
The grant replaces a previously approved award and is treated as exempt from Section 16(b) under Rule 16b-3(d) because it was approved in advance by a Compensation Committee composed solely of Non-Employee Directors. Prior to this grant, the reporting person beneficially owned no Class A shares. Shares may later be withheld to cover tax obligations, with any such withholding to be reported on a subsequent Form 4.
Positive
- None.
Negative
- None.
Insider Trade Summary
Grant/Award: 1,500 shares
Grant/Award
1 txn
Insider
Cao Xi
Role
Chief Operating Officer (COO)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock F1, F2, F3, F4 | 1,500 | $0.00 | $0.00 |
Holdings After Transaction:
Class A Common Stock — 1,500 shares (Direct)
Footnotes (4)
- F1. Represents 1,500 shares of Class A Common Stock of Maison Solutions Inc. granted to the Reporting Person under the Company's 2023 Stock Incentive Plan pursuant to an Action by Unanimous Written Consent of the Compensation Committee of the Board of Directors dated July 24, 2026, which rescinded and superseded the Committee's prior written consent dated September 24, 2025 and approved this award in replacement thereof. The shares vest in full and are non-forfeitable immediately upon grant.
- F2. This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3(d), 17 CFR 240.16b-3(d), because the grant was approved in advance by the Compensation Committee of the Board of Directors, which is composed solely of Non-Employee Directors as defined in Rule 16b-3(b)(3).
- F3. Prior to the reported transaction, the Reporting Person beneficially owned no shares of Class A Common Stock of the Issuer.
- F4. Pursuant to Section 2.6 of the Restricted Stock Award Agreement between the Reporting Person and the Company, net share withholding under Section 13(c)(ii) of the Plan applies by default to satisfy the Reporting Person's tax withholding obligation arising from the immediate vesting of the Award, unless the Compensation Committee elects to apply a different method available under Section 13(c) of the Plan with respect to the Reporting Person. Any shares withheld would be valued at Fair Market Value, as defined in the Plan, determined as of the Grant Date. As of the filing date of this Form 4, the number of shares, if any, to be withheld had not yet been determined. Any shares so withheld will be reported on a subsequent Form 4 following determination of the number of shares withheld.
Key Figures
Shares granted: 1,500 shares
Price per share for grant: $0.00 per share
Shares owned after transaction: 1,500 shares
+2 more
5 metrics
Shares granted
1,500 shares
Class A Common Stock granted to COO on September 3, 2026
Price per share for grant
$0.00 per share
Reported transaction price for the 1,500-share award
Shares owned after transaction
1,500 shares
Total Class A Common Stock beneficially owned by COO following the grant
Vesting
100% immediate vesting
Shares vest in full and are non-forfeitable upon grant under 2023 Plan
Prior holdings
0 shares
COO beneficially owned no Class A Common Stock before this grant
Key Terms
Section 16(b), Rule 16b-3(d), Non-Employee Directors, net share withholding, +1 more
5 terms
Section 16(b) regulatory
"This transaction is exempt from Section 16(b) of the Securities Exchange Act"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Rule 16b-3(d) regulatory
"pursuant to Rule 16b-3(d), 17 CFR 240.16b-3(d), because the grant"
Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.
Non-Employee Directors regulatory
"composed solely of Non-Employee Directors as defined in Rule 16b-3(b)(3)"
Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.
Fair Market Value financial
"Any shares withheld would be valued at Fair Market Value, as defined"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
FAQ
What stock award did MSS grant to its COO Xi Cao?
Maison Solutions Inc. granted its COO, Xi Cao, 1,500 shares of Class A Common Stock on September 3, 2026. The grant was made under the 2023 Stock Incentive Plan and the shares vest in full and are non-forfeitable immediately upon grant.
Was the MSS stock grant to the COO a market purchase or a compensation award?
The transaction was a grant or award acquisition, not a market purchase. It represents 1,500 shares granted under Maison Solutions Inc.’s 2023 Stock Incentive Plan, approved by the Compensation Committee via unanimous written consent.
Is the COO’s stock grant at MSS exempt from Section 16(b)?
Yes. A footnote states the transaction is exempt from Section 16(b) of the Exchange Act under Rule 16b-3(d) because the grant was approved in advance by a Compensation Committee composed solely of Non-Employee Directors.
Was the MSS COO’s stock grant made under a Rule 10b5-1 trading plan?
No Rule 10b5-1 trading plan is reported. The grant is described as approved by the Compensation Committee of the Board of Directors via unanimous written consent, and the filing’s Rule 10b5-1 checkbox is not marked as an affirmative plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
