Rocky Brands Insider: 5,000-Share Option Exercise and Sale Reported

Rhea-AI Filing Summary

Rocky Brands insider transactions: The filing shows director Jordan William L executed a stock option and then sold shares. On 08/28/2025 he exercised a stock option to acquire 5,000 shares at an exercise price of $28.07, increasing his direct beneficial ownership to 23,683 shares. On 08/29/2025 he sold 5,000 shares at a weighted-average sale price of $30.10 (sales ranged $30.01–$30.29), leaving 18,683 shares beneficially owned. The option vests 25% per year beginning one year after grant; the exercised shares originated from a stock option dated 08/28/2025. The filing is a single-person Form 4 and includes an attorney-in-fact signature.

Positive

• Acquisition through exercise: Director acquired 5,000 shares by exercising options at $28.07, showing continued equity participation.
• Transparent reporting: Filing discloses weighted-average sale price and offers to provide per-price details on request, consistent with SEC disclosure norms.

Negative

• Immediate sale: The 5,000 shares acquired were sold the next day, reducing the net increase in insider ownership to 0 shares from that exercise.
• Limited ongoing stake: After the transactions the reporting person holds 18,683 shares, which may be modest depending on total outstanding shares (not provided).

Insights

Financial Analyst

TL;DR Director exercised options and sold an equal number of shares the next day; transaction size is modest relative to typical market-moving events.

The director exercised a 5,000-share option at $28.07 and sold those 5,000 shares at a weighted-average of $30.10, realizing a per-share spread. This is a routine insider liquidity event rather than a capital-raising or strategic change. The remaining direct ownership of 18,683 shares provides some ongoing alignment with shareholders, but the near-immediate sale reduces the holding increase from the exercise. No new information about company operations, guidance, or material contracts is disclosed.

Corporate Governance Expert

TL;DR Transaction complies with reporting norms; timing suggests routine compensation exercise and subsequent sale for liquidity.

The Form 4 discloses an option exercise and subsequent sale reported within SEC rules, with the filing signed by an attorney-in-fact. The option’s vesting schedule (25% per year after one year) is noted, indicating standard multi-year vesting. The disclosure includes price ranges for the sale and promises to provide per-price quantities if requested by staff, which aligns with transparency expectations. There are no governance red flags or indications of unusual related-party activity in this filing alone.

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
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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^*

Jordan William L

(Last) (First) (Middle)

39 EAST CANAL STREET

(Street)

NELSONVILLE OH 45764

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ROCKY BRANDS, INC. [ RCKY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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, without par value	08/28/2025		M		5,000	A	$28.07	23,683	D
Common Stock, without par value	08/29/2025		S		5,000	D	$30.1(1)	18,683	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
Stock Option (right to buy)	$28.07	08/28/2025		M			5,000	(2)	01/04/2026	Common Stock, without par value	5,000	$0.0000	0.0000	D

Explanation of Responses:

1. Price represents a weighted average of the sale price. Shares were sold at prices ranging from $30.01 to $30.29. Upon the request by the SEC staff, the Issuer, or a security holder of the Issuer, the reporting person will provide the full information about the number of shares sold at each separate price.

2. Option vests 25% per year beginning on the first anniversary of the date of grant.

	Jeremy D. Siegfried, Attorney-in-Fact	09/02/2025
	** 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 transactions did Jordan William L report on Form 4 for RCKY?

He reported exercising a stock option for 5,000 shares on 08/28/2025 at an exercise price of $28.07 and selling 5,000 shares on 08/29/2025 at a weighted-average price of $30.10.

How many shares does the reporting person own after these transactions?

Following the reported transactions the reporting person beneficially owned 18,683 shares directly.

What was the range of sale prices for the shares sold?

The sale prices ranged from $30.01 to $30.29, with a weighted-average reported as $30.10.

What is the vesting schedule for the option exercised?

The option vests 25% per year beginning on the first anniversary of the grant date.

Was this Form 4 filed by a single reporting person?

Yes. The form indicates it was filed by one reporting person and includes an attorney-in-fact signature dated 09/02/2025.