RH (NYSE: RH) officer vests 6,000 RSUs from 20,000-unit 2025 grant

Rhea-AI Filing Summary

RH reported an insider equity vesting for senior executive Lisa Chi. On January 31, 2026, 6,000 restricted stock units (RSUs) vested and were converted into 6,000 shares of RH common stock at an exercise price of $0, all held directly.

These RSUs are part of a 20,000-unit award granted on May 30, 2025. The award vests over three years: 6,000 units vested on January 31, 2026, and 7,000 units are scheduled to vest on January 31, 2027 and January 31, 2028, subject to continuous service. After this transaction, Chi directly holds 14,000 RSUs and 6,000 shares of common stock.

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^*

Chi Lisa

(Last) (First) (Middle)

C/O RH

15 KOCH ROAD, SUITE K

(Street)

CORTE MADERA CA 94925

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RH [ RH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2026

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	01/31/2026		M		6,000	A	(1)	6,000	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
Restricted Stock Unit (RSU)	(1)	01/31/2026		M			6,000	(2)	(2)	Common Stock	6,000	$0	14,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of RH common stock.

2. On May 30, 2025, the reporting person was granted 20,000 restricted stock units. This restricted stock unit award will vest over three years, as follows: 6,000 of the units vested on January 31, 2026, 7,000 of the units will vest on January 31, 2027, and 7,000 of the units will vest on January 31, 2028, subject to continuous service.

Remarks:

President, Co-Chief Creative and Merchandising Officer

	/s/ Jill Falor, Attorney-in-Fact	02/02/2026
	** 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 transaction did RH disclose for Lisa Chi on this Form 4?

RH disclosed that executive Lisa Chi had 6,000 restricted stock units vest on January 31, 2026, which were converted into 6,000 shares of common stock at a price of $0 per share, reflecting an equity award settlement rather than an open-market trade.

How many RH shares and RSUs does Lisa Chi hold after this reported transaction?

After the transaction, Lisa Chi directly holds 6,000 shares of RH common stock and 14,000 restricted stock units. These remaining RSUs represent future potential shares that may be delivered if upcoming vesting dates are met under the award’s terms.

What is the vesting schedule of Lisa Chi’s 20,000 RH restricted stock units?

The 20,000 RSUs granted on May 30, 2025 vest over three years: 6,000 units vested on January 31, 2026, and 7,000 units are scheduled to vest on January 31, 2027 and 7,000 units on January 31, 2028, subject to continuous service.

Who is the insider involved in this RH Form 4 and what is her role?

The insider is Lisa Chi, an officer of RH listed as President, Co-Chief Creative and Merchandising Officer. The filing reports changes in her beneficial ownership of RH equity through the vesting and settlement of restricted stock units into common shares.

Did Lisa Chi pay anything to receive the 6,000 RH shares from RSU vesting?

No cash payment was required; the Form 4 lists an exercise price of $0 for the 6,000 RSUs that vested into 6,000 common shares. This indicates they were delivered at no cost as part of her equity compensation package.

When were Lisa Chi’s RH restricted stock units originally granted and in what amount?

On May 30, 2025, Lisa Chi was granted 20,000 restricted stock units of RH. This award forms the basis for the vesting events on January 31, 2026, January 31, 2027, and January 31, 2028, as long as continuous service requirements are met.