[Form 4] Plymouth Industrial REIT, Inc. Insider Trading Activity
Rhea-AI Filing Summary
Plymouth Industrial REIT, Inc. CEO and director Jeffrey E. Witherell reported multiple equity award transactions. On 12/18/2025, he acquired 26,534, 44,031 and 212,496 shares of common stock at an exercise price of $0 through the vesting and settlement of performance stock units (PSUs), bringing his direct holdings to 589,265 shares before subsequent activity. On 12/19/2025, he sold 151,583 shares at $21.86 per share in a sell-to-cover transaction to satisfy tax withholding obligations related to accelerated vesting, leaving him with 437,682 directly owned shares.
The PSUs were originally granted in 2023, 2024 and 2025 based on stockholder return metrics and had vesting schedules running through fiscal years 2025, 2026 and 2027. Their vesting was accelerated under an Acceleration and Repayment Agreement dated December 5, 2025, in connection with a proposed merger of Plymouth Industrial REIT with PIR Industrial REIT LLC and related entities, and to mitigate potential tax effects under Sections 280G and 4999 of the Internal Revenue Code.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 151,583 | $21.86 | $3.31M |
| Exercise | Performance Stock Units | 26,534 | $0.00 | -- |
| Exercise | Performance Stock Units | 44,031 | $0.00 | -- |
| Exercise | Performance Stock Units | 106,248 | $0.00 | -- |
| Exercise | Common Stock | 26,534 | $0.00 | -- |
| Exercise | Common Stock | 44,031 | $0.00 | -- |
| Exercise | Common Stock | 212,496 | $0.00 | -- |
Footnotes (1)
- The amount reported herein reflects 200% of target level for the performance stock units ("PSUs") granted on April 24, 2025 based on (i) anticipated performance determined as of the anticipated effective time of the proposed merger of the Issuer with and into PIR Industrial REIT LLC pursuant to that certain Agreement and Plan of Merger by and between the Issuer, Plymouth Industrial OP, LP, PIR Ventures LP, PIR Industrial REIT LLC, and PIR Industrial OP LLC (the "Merger Agreement") and (ii) and as if such PSUs remained outstanding and eligible to vest as of such effective time. Reflects the number of shares sold by the Reporting Person pursuant to a "sell-to-cover" transaction to satisfy the tax withholding obligations in connection with the accelerating vesting of outstanding restricted stock awards and the accelerating vesting and settlement of outstanding PSUs pursuant to that certain Acceleration and Repayment Agreement, dated December 5, 2025, by and between the Issuer and the Reporting Person (the "Acceleration and Repayment Agreement"). These sales do not represent discretionary trades by the Reporting Person. Each PSU represents a contingent right to receive one share of the Issuer's common stock. On June 15, 2023, the Reporting Person was granted a target amount of 26,534 PSUs, which were eligible to be earned by the Reporting Person based on metrics in respect of the Issuer's stockholder return, as set forth in the applicable award agreement by and between the Issuer and the Reporting Person, over a three-year period ending at the end of fiscal year 2025. In connection with the execution by the Issuer of the Acceleration and Repayment Agreement, the vesting of such awards was accelerated to mitigate the potential impact of Sections 280G and Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") on the Issuer and the Reporting Person in connection with the transactions contemplated by the Merger Agreement, with such acceleration to be effective on or before December 30, 2025, but no earlier than December 17, 2025. On April 15, 2024, the Reporting Person was granted a target amount of 44,031 PSUs, which were eligible to be earned by the Reporting Person based on metrics in respect of the Issuer's stockholder return, as set forth in the applicable award agreement by and between the Issuer and the Reporting Person, over a three-year period ending at the end of fiscal year 2026. In connection with the execution by the Issuer of the Acceleration and Repayment Agreement, the vesting of such awards was accelerated to mitigate the potential impact of Sections 280G and Section 4999 of the Code on the Issuer and the Reporting Person in connection with the transactions contemplated by the Merger Agreement, with such acceleration to be effective on or before December 30, 2025, but no earlier than December 17, 2025. On April 24, 2025, the Reporting Person was granted a target amount of 106,248 PSUs, which were eligible to be earned by the Reporting Person based on metrics in respect of the Issuer's stockholder return, as set forth in the applicable award agreement by and between the Issuer and the Reporting Person, over a three-year period ending at the end of fiscal year 2027. In connection with the execution by the Issuer of Acceleration and Repayment Agreement, the vesting of such awards was accelerated to mitigate the potential impact of Sections 280G and Section 4999 of the Code on the Issuer and the Reporting Person in connection with the transactions contemplated by the Merger Agreement, with such acceleration to be effective on or before December 30, 2025, but no earlier than December 17, 2025.
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