Vicarious Surgical (RBOT) CTO executes sell-to-cover stock sale for taxes

Rhea-AI Filing Summary

Vicarious Surgical Inc. director and Chief Technology Officer Sammy Khalifa reported an open-market sale of 754 shares of Class A common stock. The shares were sold at a weighted average price of $2.0841 per share, leaving 32,869 shares of Class A common stock held directly after the transaction.

According to the disclosure, this sale was executed solely to cover tax withholding obligations related to the vesting of restricted stock units granted on May 19, 2022, under the company’s equity incentive plan. The filing notes this was a mandated “sell to cover” transaction and not a discretionary trade by the reporting person.

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

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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^*

Khalifa Sammy

(Last) (First) (Middle)

C/O VICARIOUS SURGICAL INC.

78 FOURTH AVENUE

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vicarious Surgical Inc. [ RBOT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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
Class A Common Stock	02/20/2026		S(1)		754	D	$2.0841(2)	32,869	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

Explanation of Responses:

1. The sales reported in this Form 4 were effected to cover tax withholding obligations in connection with the vesting of restricted stock units that were granted on May 19, 2022. The sale is mandated by the Issuer's election under its equity incentive plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

2. This figure is the weighted average sales price of multiple trades ranging from $1.845 to $2.290 per share. The Reporting Person undertakes to provide the staff of the Securities Exchange Commission, Vicarious Surgical Inc. or any security holder of Vicarious Surgical Inc. full information about the number of shares sold at each separate price upon request.

	/s/ Sarah Romano, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Vicarious Surgical (RBOT) disclose for Sammy Khalifa?

Vicarious Surgical reported that director and Chief Technology Officer Sammy Khalifa sold 754 shares of Class A common stock. The sale was an open-market transaction tied to tax withholding on vested restricted stock units granted on May 19, 2022, under the equity incentive plan.

At what price were Sammy Khalifa’s RBOT shares sold in the latest Form 4?

The reported weighted average sales price was $2.0841 per share for Sammy Khalifa’s 754 RBOT shares. Footnotes state this reflects multiple trades ranging from $1.845 to $2.290 per share, with full trade breakdowns available to regulators or shareholders upon request.

Was Sammy Khalifa’s RBOT stock sale a discretionary trade?

No, the filing states the sale did not represent a discretionary trade by Sammy Khalifa. It was mandated by Vicarious Surgical’s equity incentive plan to cover tax withholding obligations via a “sell to cover” transaction following vesting of restricted stock units.

How many Vicarious Surgical (RBOT) shares does Sammy Khalifa hold after the reported sale?

After selling 754 shares, Sammy Khalifa directly holds 32,869 shares of Vicarious Surgical Class A common stock. This figure reflects ownership immediately following the tax-related “sell to cover” transaction disclosed in the Form 4 filing with the Securities and Exchange Commission.

Why did Vicarious Surgical’s CTO sell shares according to the Form 4 filing?

The sale was executed to satisfy tax withholding obligations from the vesting of restricted stock units granted on May 19, 2022. Vicarious Surgical’s equity plan requires these taxes be funded through a “sell to cover” transaction, so the trade was automatic rather than discretionary.