Tax withholding trims Ocean Power (NASDAQ: OPTT) executive stake

Rhea-AI Filing Summary

Ocean Power Technologies, Inc. reported an insider equity transaction involving its Senior VP and General Counsel, Tracy D. Pagliara. On the reported date, 322,897 shares of common stock were withheld at an estimated $0.434 per share to cover tax obligations triggered by the vesting of restricted stock units. After this tax-withholding disposition, Pagliara directly owned 858,353 shares of common stock. The filing clarifies that this was a share withholding to satisfy taxes, not an open-market trade.

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^*

PAGLIARA TRACY D

(Last) (First) (Middle)

C/O OCEAN POWER TECHNOLOGIES, INC.

28 ENGELHARD DRIVE, SUITE B

(Street)

MONROE TOWNSHIP NJ 08831

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ocean Power Technologies, Inc. [ OPTT ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior VP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		F		322,897(1)	D	$0.434(2)	858,353	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

Explanation of Responses:

1. The reported transaction constitutes the withholding of shares to satisfy tax obligations upon the vesting of restricted stock units.

2. Aggregate estimate of prices related to tax withholding.

	/s/ Tracy D. Pagliara	03/06/2026
	** 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).
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FAQ

What insider transaction did Ocean Power Technologies (OPTT) report?

Ocean Power Technologies reported a tax-related share withholding for executive Tracy D. Pagliara. 322,897 common shares were withheld to satisfy tax obligations arising from vested restricted stock units, rather than through an open-market sale.

Who was involved in the latest Ocean Power Technologies (OPTT) Form 4 filing?

The transaction involved Tracy D. Pagliara, Senior VP and General Counsel of Ocean Power Technologies. The filing shows a tax-withholding disposition of common shares connected to the vesting of restricted stock units granted as equity compensation.

How many Ocean Power Technologies (OPTT) shares were withheld for taxes?

The Form 4 shows that 322,897 shares of common stock were withheld. These shares covered tax obligations when restricted stock units vested, using an aggregate estimated price of $0.434 per share for the withholding calculation.

Did the Ocean Power Technologies (OPTT) executive sell shares on the open market?

The filing describes a tax-withholding disposition, not an open-market sale. Shares were retained by the company to satisfy tax obligations tied to vesting restricted stock units, according to the footnote, rather than being sold to outside buyers.

How many Ocean Power Technologies (OPTT) shares does the insider hold after the transaction?

Following the tax-withholding disposition, Tracy D. Pagliara directly owned 858,353 shares of Ocean Power Technologies common stock. This post-transaction amount reflects the remaining holdings after 322,897 shares were applied toward paying related tax liabilities.

What does transaction code F mean in the Ocean Power Technologies (OPTT) Form 4?

Transaction code F indicates shares were used to pay an exercise price or tax liability. Here, it represents share withholding to satisfy tax obligations triggered when restricted stock units vested, rather than a discretionary purchase or sale by the executive.