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Napco (NSSC) CEO nets 25,948 shares from cashless option exercise

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(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Napco Security Technologies CEO Richard Soloway reported exercising stock options for a total of 108,000 shares of common stock on February 10, 2026, at exercise prices of $22.495 and $26.94 per share.

To cover the option exercise price and required taxes, 82,052 shares were withheld as a tax-withholding disposition, resulting in a net increase of 25,948 shares. Following these cashless exercises, Soloway directly beneficially owned 1,281,958 shares of Napco common stock.

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Insider SOLOWAY RICHARD
Role CEO, Chairman of Board, Secy
Type Security Shares Price Value
Exercise Employee Stock Option (Right to Buy) 100,000 $22.495 $2.25M
Exercise Employee Stock Option (Right to Buy) 8,000 $26.94 $216K
Exercise Common Stock 100,000 $22.495 $2.25M
Tax Withholding Common Stock 74,878 $42.63 $3.19M
Exercise Common Stock 8,000 $26.94 $216K
Tax Withholding Common Stock 7,174 $42.63 $306K
Holdings After Transaction: Employee Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 1,356,010 shares (Direct)
Footnotes (1)
  1. Represents the number of shares withheld by the Reporting Person as a result of the cashless exercise of stock options, and used to pay the exercise price and required tax withholdings in accordance with the 2012 Employee Stock Option Plan and stock option grant. Reflects a net increase of 25,948 shares resulting from the cashless exercise of 108,000 stock options as reflected in this Form. Exercisable on August 25, 2026 and exercisable until August 25, 2032.
Form 4 Insider Transactions: What Each Field Means →
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*
SOLOWAY RICHARD
(Last) (First) (Middle)
333 BAYVIEW AVENUE
(Street)
AMITYVILLE NY 11701
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NAPCO SECURITY TECHNOLOGIES, INC [ NSSC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO, Chairman of Board, Secy
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026
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 02/10/2026 M 100,000 A $22.495 1,356,010 D
Common Stock 02/10/2026 F 74,878(1) D $42.63 1,281,132 D
Common Stock 02/10/2026 M 8,000 A $26.94 1,289,132 D
Common Stock 02/10/2026 F 7,174(1) D $42.63 1,281,958(2) 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) $22.495 02/10/2026 M 100,000 10/19/2021 10/19/2031 Common Stock 100,000 $22.495 0 D
Employee Stock Option (Right to Buy) $26.94 02/10/2026 M 8,000 08/25/2022(3) 08/25/2032 Common Stock 8,000 $26.94 2,000 D
Explanation of Responses:
1. Represents the number of shares withheld by the Reporting Person as a result of the cashless exercise of stock options, and used to pay the exercise price and required tax withholdings in accordance with the 2012 Employee Stock Option Plan and stock option grant.
2. Reflects a net increase of 25,948 shares resulting from the cashless exercise of 108,000 stock options as reflected in this Form.
3. Exercisable on August 25, 2026 and exercisable until August 25, 2032.
Richard Soloway 02/11/2026
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Napco (NSSC) CEO Richard Soloway report?

Richard Soloway reported exercising stock options for 108,000 shares of Napco common stock on February 10, 2026. These option exercises converted derivative securities into common shares under previously granted employee stock option awards.

At what prices did the Napco (NSSC) CEO exercise his stock options?

The CEO exercised 100,000 stock options at an exercise price of $22.495 per share and 8,000 stock options at $26.94 per share. Both option series were employee stock options granting rights to acquire Napco common stock.

Did the Napco (NSSC) CEO sell shares in the open market in this Form 4?

The filing shows dispositions coded as “F,” representing shares withheld to pay the option exercise price and tax liabilities. These tax-withholding dispositions are not open market sales but part of a cashless exercise structure under the stock option plan.

How many Napco (NSSC) shares were withheld for taxes and exercise costs?

A total of 82,052 shares were withheld in connection with the cashless option exercises. Footnotes state these shares were used to pay the exercise price and required tax withholdings under the 2012 Employee Stock Option Plan and the applicable grants.

What is the Napco (NSSC) CEO’s beneficial ownership after these transactions?

After the reported option exercises and related share withholdings, Richard Soloway directly beneficially owned 1,281,958 shares of Napco common stock. This reflects a net increase of 25,948 shares resulting from the cashless exercise of 108,000 stock options.

What happened to the Napco (NSSC) stock options after exercise?

The 100,000 options with a $22.495 exercise price and 8,000 options with a $26.94 exercise price were largely exercised, reducing the first grant to zero and leaving 2,000 options remaining in the second grant, according to the derivative securities table.

When do the remaining Napco (NSSC) stock options held by the CEO become exercisable?

A remaining 2,000 employee stock options with a $26.94 exercise price are described as exercisable on August 25, 2026, and exercisable until August 25, 2032. These terms come from the option grant’s stated vesting and expiration schedule.