PAR Insider Sale: CFO Menar Exercises Options, Sells 6,500 Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

PAR Technology Corp. insider transactions by CFO Bryan A. Menar on 09/10/2025

Bryan Menar, Chief Financial Officer, executed a scheduled set of transactions under a Rule 10b5-1 plan on September 10, 2025. He exercised 6,500 employee stock options at an $8.82 exercise price and simultaneously sold 6,500 shares at a weighted-average price of $46.06, reducing his direct common stock holdings from 77,981 to 71,481 shares. The sale prices ranged from $45.31 to $47.56. The underlying option is part of a larger grant exercisable in installments and expires December 8, 2027.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, which provides an affirmative defense and suggests pre-planned liquidity rather than opportunistic trading.
• Clear disclosure of exercise and sale prices, including weighted-average sale price range ($45.31–$47.56), supporting transparency.

Negative

• Reduction in direct ownership from 77,981 to 71,481 shares, representing decreased insider stake.
• Large realized gain (exercise at $8.82 vs sale at $46.06 weighted average) may attract investor attention regarding insider liquidity.

Insights

Securities Analyst

TL;DR: CFO exercised options and sold the same number of shares under a pre-established 10b5-1 plan, realizing substantial per-share gains.

The filing shows a routine, pre-planned liquidity event rather than an ad hoc insider sale. Exercising options at $8.82 and selling at a weighted average of $46.06 implies a material per-share spread, crystallizing gains for the reporting person. Because the sale was conducted pursuant to a 10b5-1 plan adopted March 10, 2025, the transactions carry the affirmative-defense structure against insider trading allegations, reducing legal/regulatory risk. Ownership decreased modestly but the filing does not indicate any change in executive role or company fundamentals.

Corporate Governance Expert

TL;DR: Transaction appears procedurally compliant and nonmaterial to control, but it does reduce the officer's direct stake.

The disclosure includes required explanatory footnotes and attorney-in-fact signature, indicating compliance with Form 4 mechanics. The transaction reduced direct holdings by 6,500 shares, a modest change relative to total reported holdings. The existence of a multi-installment option grant and use of a 10b5-1 plan align with common governance practices for planned insider liquidity. No indications of abnormal timing or unusual derivative activity are present in this filing.

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).

X

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^*

MENAR BRYAN A

(Last) (First) (Middle)

8383 SENECA TURNPIKE

(Street)

NEW HARTFORD NY 13413

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PAR TECHNOLOGY CORP [ PAR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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	09/10/2025		M		6,500	A	$8.82	77,981	D
Common Stock(1)	09/10/2025		S		6,500	D	$46.06(2)	71,481	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)	$8.82	09/10/2025		M			6,500	(3)	12/08/2027	Common Stock	6,500	$0	13,000	D

Explanation of Responses:

1. This transaction occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 10, 2025.

2. The sales price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.31 to $47.56, inclusive. The reporting person undertakes to provide to PAR Technology Corporation, any security holder of PAR Technology Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The option, representing a right to purchase a total of 40,000 shares, became exercisable in four equal installments beginning on December 8, 2018, which was the first anniversary of the date on which the option was granted.

Remarks:

	/s/ Cathy A. King, Attorney-in-Fact	09/11/2025
	** 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).
** 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.

FAQ

What did PAR CFO Bryan Menar do on 09/10/2025?

He exercised 6,500 employee stock options at an $8.82 exercise price and sold 6,500 shares at a weighted-average price of $46.06 under a Rule 10b5-1 plan.

Was the sale by the PAR CFO pre-planned or ad hoc?

The filing states the transactions occurred automatically pursuant to a Rule 10b5-1 trading plan adopted March 10, 2025, indicating pre-planned sales.

How did the transactions affect Bryan Menar's holdings in PAR?

His direct common stock holdings decreased from 77,981 shares to 71,481 shares following the reported transactions.

What price range were the shares sold at?

The shares were sold in multiple trades at prices ranging from $45.31 to $47.56, with a weighted-average sale price of $46.06.

Are there any derivative holdings remaining after the transaction?

Yes. After exercising 6,500 options, the reporting person still beneficially owns 13,000 shares via options (6,500 newly exercisable plus prior holdings as reported), and the option grant expires on December 8, 2027.