Proto Labs (PRLB) CFO exercises stock options, withholds shares for taxes

Rhea-AI Filing Summary

Proto Labs Inc. Chief Financial Officer Daniel Schumacher reported routine equity compensation activity. On February 11, 2026, he exercised 3,135 employee stock options at an exercise price of $33.84 per share, receiving the same number of common shares and holding 43,971 shares directly afterward.

On February 10, 2026, 6,809 common shares were withheld at $53.18 per share to satisfy the exercise price or tax liabilities related to equity awards. All transactions are reported as direct ownership, and the option was noted as fully vested.

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

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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^*

Schumacher Daniel

(Last) (First) (Middle)

5540 PIONEER CREEK DRIVE

(Street)

MAPLE PLAIN MN 55359

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Proto Labs Inc [ PRLB ]

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)
02/10/2026

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	02/10/2026		F		6,809	D	$53.18	40,836	D
Common Stock	02/11/2026		M		3,135	A	$33.84	43,971	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)	$33.84	02/11/2026		M			3,135	(1)	02/14/2026	Common Stock	3,135	$0	0	D

Explanation of Responses:

1. Fully vested.

	/s/ W. Morgan Burns, Attorney-in- Fact	02/12/2026
	** 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).
** 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 insider transactions did Proto Labs (PRLB) CFO report on this Form 4?

Proto Labs CFO Daniel Schumacher exercised 3,135 employee stock options at $33.84 per share, receiving 3,135 common shares. A separate transaction reported 6,809 common shares withheld at $53.18 per share to cover exercise price or tax liabilities related to equity compensation.

How many Proto Labs (PRLB) shares does the CFO own after these transactions?

After exercising 3,135 stock options on February 11, 2026, Daniel Schumacher directly owned 43,971 shares of Proto Labs common stock. This figure reflects his beneficial ownership immediately following the reported option exercise transaction in the Form 4 filing.

Were Proto Labs (PRLB) CFO’s transactions open-market buys or sales?

The filing shows no open-market buys or sales. It reports an option exercise (code M) converting 3,135 options into common shares and a tax-related share withholding (code F) of 6,809 shares to satisfy the exercise price or tax obligations on equity compensation.

What does the F transaction code mean in the Proto Labs (PRLB) Form 4?

The F code indicates shares were used to pay an exercise price or tax liability. In this case, 6,809 common shares valued at $53.18 per share were withheld to satisfy obligations associated with the CFO’s equity compensation awards, rather than an open-market sale.

What does the M transaction code indicate for Proto Labs (PRLB) CFO?

The M code reflects the exercise or conversion of a derivative security, here an employee stock option. Daniel Schumacher exercised 3,135 options at an exercise price of $33.84, receiving 3,135 Proto Labs common shares as part of his compensation package.

Were the Proto Labs (PRLB) options exercised by the CFO fully vested?

Yes. The Form 4 footnote specifies that the employee stock option exercised by the CFO was fully vested. This means all 3,135 options converted into common shares were already earned under the terms of his equity compensation agreement before exercise.