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Oatly (OTLY) CEO sell-to-cover sale, retains 245,400 ADSs stake

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Oatly Group AB’s Chief Executive Officer Jean-Christophe Flatin reported an automatic sale of 1,934 ADSs at $8.94 per ADS. The transaction was a sell-to-cover used to satisfy tax withholding obligations when restricted stock units (RSUs) vested and did not reflect a discretionary trade by the executive.

After this small sale, Flatin directly holds 245,400 ADSs, along with unvested RSUs that are scheduled to vest between 2026 and 2027. He also holds stock options over additional ADSs at exercise prices of $35.20, $21.20, and $10.05, which vest in multi-year increments and have fixed expiration terms.

Positive

  • None.

Negative

  • None.
Insider Flatin Jean-Christophe Marie
Role Chief Executive Officer
Sold 1,934 shs ($17K)
Type Security Shares Price Value
Sale ADSs 1,934 $8.94 $17K
holding Stock Options -- -- --
holding Stock Options -- -- --
holding Stock Options -- -- --
Holdings After Transaction: ADSs — 245,400 shares (Direct, null); Stock Options — 135,685 shares (Direct, null)
Footnotes (1)
  1. The ADSs were sold pursuant to a sell to cover transaction to satisfy tax withholding obligations upon the vesting of RSUs. The sale was executed automatically pursuant to a sell to cover arrangement and does not represent a discretionary trade by the Reporting Person. Includes RSUs, each RSU represents a right to receive one ADS in the Issuer. 5,856 RSUs vest on 6/28/2026, 16,352 RSUs will vest on 5/30/2027, 63,913 RSUs will vest in two equal annual increments beginning 5/30/2027, and 74,626 RSUs will vest in three equal annual increments beginning 5/30/2027. There are no voting or dividend rights prior to vesting. Each stock option represents a right to receive one ADS in the Issuer. The stock options vest in three equal annual increments beginning 5/30/2027. The stock options expire seven years after the grant date. The stock options vest in three equal annual increments beginning 5/30/2025. The stock options expire five years after the relevant vesting date. The stock options vest in three equal annual increments beginning 5/30/2024.
ADSs sold 1,934 ADSs Sell-to-cover for tax withholding on RSU vesting at $8.94
Sale price $8.94 per ADS Automatic tax-related sale on 2026-06-02
ADS holdings after sale 245,400 ADSs Direct ownership by CEO following the reported transaction
Options at $35.20 81,328 underlying ADSs Stock options exercisable into ADSs at $35.20
Options at $21.20 73,584 underlying ADSs Stock options exercisable into ADSs at $21.20
Options at $10.05 135,685 underlying ADSs Stock options exercisable into ADSs at $10.05
Unvested RSUs 2026 5,856 RSUs RSUs scheduled to vest on June 28, 2026
Unvested RSUs 2027+ 16,352; 63,913; 74,626 RSUs Vesting in 2027 and later in annual increments
sell to cover financial
"The ADSs were sold pursuant to a sell to cover transaction to satisfy tax withholding obligations"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
RSUs financial
"Includes RSUs, each RSU represents a right to receive one ADS in the Issuer"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
ADSs financial
"Each stock option represents a right to receive one ADS in the Issuer"
stock options financial
"The stock options vest in three equal annual increments beginning 5/30/2027"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
tax withholding obligations financial
"sell to cover transaction to satisfy tax withholding obligations upon the vesting of RSUs"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Flatin Jean-Christophe Marie
(Last)(First)(Middle)
ANGFARJEKAJEN 8
(Street)
MALMOSWEDEN211 19
(City)(State)(Zip)
SWEDEN
(Country)		2. Issuer Name and Ticker or Trading Symbol
Oatly Group AB [ OTLY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
ADSs06/02/2026S(1)1,934D$8.94245,400(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options(3)$10.05 (4) (5)ADSs135,685135,685D
Stock Options(3)$21.2 (6) (7)ADSs73,58473,584D
Stock Options(3)$35.2 (8) (7)ADSs81,32881,328D
Explanation of Responses:
1. The ADSs were sold pursuant to a sell to cover transaction to satisfy tax withholding obligations upon the vesting of RSUs. The sale was executed automatically pursuant to a sell to cover arrangement and does not represent a discretionary trade by the Reporting Person.
2. Includes RSUs, each RSU represents a right to receive one ADS in the Issuer. 5,856 RSUs vest on 6/28/2026, 16,352 RSUs will vest on 5/30/2027, 63,913 RSUs will vest in two equal annual increments beginning 5/30/2027, and 74,626 RSUs will vest in three equal annual increments beginning 5/30/2027. There are no voting or dividend rights prior to vesting.
3. Each stock option represents a right to receive one ADS in the Issuer.
4. The stock options vest in three equal annual increments beginning 5/30/2027.
5. The stock options expire seven years after the grant date.
6. The stock options vest in three equal annual increments beginning 5/30/2025.
7. The stock options expire five years after the relevant vesting date.
8. The stock options vest in three equal annual increments beginning 5/30/2024.
Timothy Sjovall, pursuant to power of attorney06/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Oatly (OTLY) report for its CEO?

Oatly’s CEO Jean-Christophe Flatin reported selling 1,934 ADSs at $8.94 per ADS. The sale was an automatic sell-to-cover to pay tax withholding on vested RSUs, rather than a discretionary open-market trade.

Why did Oatly’s CEO sell 1,934 ADSs in this Form 4 filing?

The 1,934 ADSs were sold under a sell-to-cover arrangement to satisfy tax withholding obligations on newly vested RSUs. This type of automatic transaction is driven by tax requirements, not by the executive’s market-timing decision or outlook.

How many Oatly (OTLY) ADSs does the CEO hold after the reported sale?

After the reported transaction, CEO Jean-Christophe Flatin directly holds 245,400 ADSs. This post-transaction balance shows that the tax-related sale was small relative to his overall equity position in the company.

What unvested RSUs does Oatly’s CEO have according to this filing?

The CEO holds unvested RSUs over 5,856 ADSs vesting on June 28, 2026; 16,352 vesting on May 30, 2027; 63,913 vesting in two annual increments from May 30, 2027; and 74,626 vesting in three annual increments from May 30, 2027.

What stock options are reported for Oatly’s CEO in this Form 4?

The filing shows stock options over 81,328 ADSs at a $35.20 exercise price, 73,584 ADSs at $21.20, and 135,685 ADSs at $10.05. These options vest in three equal annual installments beginning in 2024, 2025, or 2027, subject to their respective terms.

Does the Oatly CEO’s reported sale indicate a change in ownership strategy?

The filing describes the sale as an automatic sell-to-cover for tax withholding on vested RSUs. Because it is a tax-driven, non-discretionary transaction and the CEO still holds 245,400 ADSs plus options and RSUs, it does not itself signal a strategic ownership shift.