[Form 4] One Stop Systems, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Michael Knowles, Chief Executive Officer and Director of One Stop Systems, Inc. (OSS), reported multiple equity transactions in a Form 4 covering February through August 2025. On 02/07/2025 he was granted 131,448 restricted stock units (RSUs) under the companys 2017 Equity Incentive Plan, bringing his beneficial ownership to 608,453 shares after that grant. On 05/21/2025 he received an additional 21,000 RSUs, increasing beneficial ownership to 612,653 shares. The filings also record three share forfeitures to cover tax withholdings: 16,800 shares on 02/20/2025, 19,075 shares on 06/05/2025, and 8,359 shares on 08/20/2025. Explanatory notes indicate large balances of unvested RSUs remain subject to vesting conditions (for example, 418,173 unvested RSUs at the last reported point). The Form 4 is signed by Mr. Knowles on 08/22/2025.

Positive

• Material RSU grants (131,448 and 21,000 RSUs) increase executive alignment with long-term shareholder interests
• Substantial unvested RSU balance remains subject to vesting conditions, indicating ongoing service/performance linkage

Negative

• Share forfeitures for tax withholding (totaling 44,234 shares) reduced the reporting persons direct share count
• Reported transactions caused changes in beneficial ownership but include vested conversions that triggered withholding, which may temporarily reduce publicly held float

Insights

Corporate Governance Expert

TL;DR: Routine executive equity grants and tax-withholding forfeitures; signifies compensation alignment, not a governance red flag.

The reported transactions are consistent with standard executive compensation: multi-period grants of restricted stock units and share forfeitures to satisfy tax withholding upon vesting conversions. The filings show substantial unvested RSU balances that remain subject to vesting conditions, which suggests continued service-based alignment rather than immediate dilution. No indications of unusual insider selling or related-party transactions are present in the Form 4. This disclosure appears to be a routine update to beneficial ownership tied to compensation.

Executive Compensation Analyst

TL;DR: Grants increase long-term equity incentive exposure; forfeitures reflect standard tax-withholding mechanics.

The 02/07/2025 grant of 131,448 RSUs and the 05/21/2025 grant of 21,000 RSUs increase the CEOs long-term equity stake. The reported forfeitures (16,800; 19,075; 8,359 shares) were executed to cover tax obligations on vested RSUs, per the explanations. The presence of hundreds of thousands of unvested RSUs indicates compensation is predominantly time- or performance-vested rather than immediate cash pay. From a compensation-design perspective, this structure maintains executive alignment with shareholder outcomes while managing routine tax obligations.

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
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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^*

KNOWLES MICHAEL

(Last) (First) (Middle)

2235 ENTERPRISE STREET, SUITE 110

(Street)

ESCONDIDO CA 92029

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ONE STOP SYSTEMS, INC. [ OSS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2025

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 Stock	02/07/2025		A		131,448(1)	A	$4.06	608,453(2)	D
Common Stock	02/20/2025		F		16,800(3)	D	$3.76	591,653(4)	D
Common Stock	05/21/2025		A		21,000(5)	A	$0	612,653(6)	D
Common Stock	06/05/2025		F		19,075(7)	D	$3.06	593,578(8)	D
Common Stock	08/20/2025		F		8,359(9)	D	$5.26	585,219(10)	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. Represents 131,448 restricted stock units granted to the Reporting Person under the Company's 2017 Equity Incentive Plan (the "Plan") in connection with the Reporting Person's ongoing service of the executive management team.

2. Includes 512,898 unvested restriced stock units held by the Reporting Person, all of which remain subject to certain vesting conditions.

3. The Reporting Person forfeited 16,800 shares of common stock upon conversion of an aggregate 43,816 vested and outstanding restricted stock units into shares of common stock to cover tax withholdings, using the market price of the issuer's common stock at the time of forfeiture. These restricted stock units were part of the grant reported in Table I of the Form 4 filed by the Reporting Person with the Securities and Exchange Commission on June 6, 2023.

4. Includes 469,082 unvested restricted stock units held by the Reporting Person, all of which remain subject to certain vesting conditions.

5. Represents 21,000 restricted stock units granted to the Reporting Person under the Company's 2017 Equity Incentive Plan (the "Plan") in connection with the Reporting Person's ongoing service of the executive management team.

6. Includes 490,082 unvested restriced stock units held by the Reporting Person, all of which remain subject to certain vesting conditions.

7. The Reporting Person forfeited 19,075 shares of common stock upon conversion of an aggregate 50,000 vested and outstanding restricted stock units into shares of common stock to cover tax withholdings, using the market price of the issuer's common stock at the time of forfeiture. These restricted stock units were part of the grant reported in Table I of the Form 4 filed by the Reporting Person with the Securities and Exchange Commission on June 6, 2023.

8. Includes 440,082 unvested restricted stock units held by the Reporting Person, all of which remain subject to certain vesting conditions.

9. The Reporting Person forfeited 8,359 shares of common stock upon conversion of an aggregate 21,909 vested and outstanding restricted stock units into shares of common stock to cover tax withholdings, using the market price of the issuer's common stock at the time of forfeiture. These restricted stock units were part of the grant reported in Table I of the Form 4 filed by the Reporting Person with the Securities and Exchange Commission on June 6, 2023.

10. Includes 418,173 unvested restricted stock units held by the Reporting Person, all of which remain subject to certain vesting conditions.

	/s/ Michael Knowles	08/22/2025
	** 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

Who filed the Form 4 for OSS and what is his role?

The Form 4 was filed by Michael Knowles, who is listed as Chief Executive Officer and a Director of One Stop Systems, Inc. (OSS).

What equity awards did Michael Knowles receive in 2025 according to the Form 4?

He received 131,448 restricted stock units on 02/07/2025 and 21,000 restricted stock units on 05/21/2025 under the Companys 2017 Equity Incentive Plan.

Were there any share disposals or forfeitures reported and why?

Yes. The Form 4 reports forfeitures of 16,800, 19,075, and 8,359 shares on 02/20/2025, 06/05/2025, and 08/20/2025 respectively to cover tax withholdings upon conversion of vested RSUs.

How many shares did Mr. Knowles beneficially own after the reported grants?

After the 02/07/2025 grant his beneficial ownership was reported as 608,453 shares; after the 05/21/2025 grant it was reported as 612,653 shares.

Does the Form 4 indicate how many RSUs remain unvested?

Yes. The explanatory notes show unvested RSU balances at several points, including figures such as 512,898, 469,082, 490,082, 440,082, and 418,173 unvested RSUs in the respective explanations.