Proto Labs (PRLB) CFO gets new stock grants and tax-withholding share disposition

Rhea-AI Filing Summary

Proto Labs Inc Chief Financial Officer Daniel Schumacher reported equity compensation changes. He received a grant of 5,605 employee stock options and 3,074 shares of common stock, both at a price of $0.00 per share, increasing his direct holdings. A separate disposition of 504 common shares at $62.63 per share was made to cover tax withholding obligations, rather than an open-market sale. The restricted stock units underlying the common stock grant vest in four equal annual installments, with 25% vesting on February 25, 2027 and on each February 25 thereafter until 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)
02/25/2026

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	02/25/2026		A		3,074(1)	A	$0	45,778	D
Common Stock	02/25/2026		F		504	D	$62.63	45,274	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)	$62.63	02/25/2026		A		5,605		(2)	02/25/2036	Common Stock	5,605	$0	5,605	D

Explanation of Responses:

1. Restricted Stock Units that vest as follows: 25% of shares subject to the award will vest on February 25, 2027, and on each February 25th thereafter until all shares subject to the award are fully vested.

2. 25% of shares subject to the award will vest on February 25, 2027, and on each February 25th thereafter until all shares subject to the award are fully vested.

Remarks:

	/s/ W. Morgan Burns, Attorney-in-Fact	02/27/2026
	** 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) report for CFO Daniel Schumacher?

Proto Labs reported that CFO Daniel Schumacher received 5,605 stock options and 3,074 common shares as grants, and 504 shares were disposed of to satisfy tax withholding. All positions are held as direct ownership according to the filing.

Were the Proto Labs (PRLB) insider transactions open-market buys or sells?

The transactions were equity grants and a tax-withholding disposition, not open-market trades. Options and common shares were awarded at $0.00 per share, while 504 shares were withheld at $62.63 solely to cover tax obligations.

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

After these transactions, CFO Daniel Schumacher directly holds 45,274 shares of Proto Labs common stock. This reflects the net effect of the 3,074-share grant and the 504-share tax-withholding disposition disclosed in the Form 4 filing.

What are the vesting terms for the Proto Labs (PRLB) restricted stock units granted to the CFO?

The restricted stock units vest over four years. Twenty-five percent of the shares vest on February 25, 2027, and an additional 25% vests on each February 25 thereafter until all shares subject to the award are fully vested.

What does the tax-withholding disposition mean in the Proto Labs (PRLB) Form 4?

The tax-withholding disposition means 504 shares were automatically withheld to pay taxes due on the equity award. It is recorded under code F and represents a non-market transaction rather than a discretionary sale of Proto Labs stock.

What type of derivative security was granted to the Proto Labs (PRLB) CFO?

The filing shows a grant of 5,605 employee stock options, described as a right to buy Proto Labs common stock. These options were awarded at a reported price of $0.00 per share as part of the CFO’s equity compensation.