SideChannel (SDCH) director gets RSU grant and covers taxes via share withholding

Rhea-AI Filing Summary

SideChannel director Nicholas William Hnatiw reported routine equity compensation activity. On March 16, he received a grant of 10,684 restricted stock units (RSUs) valued at $2.01 per unit. According to the vesting terms, one third of this award will vest on the first business day of each subsequent March for three years.

On March 2, 10,149 RSUs vested, and 3,512 shares of common stock that would have been issued were withheld to cover tax obligations, resulting in 6,637 shares of common stock issued to him. Following these transactions, he directly holds 288,748 shares of common stock and 22,259 RSUs, indicating a continued substantial equity stake in the company.

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^*

Hnatiw Nicholas William

(Last) (First) (Middle)

146 MAIN STREET,

SUITE 405

(Street)

WORCESTER, MASSACHUSETTS 01608

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SideChannel, Inc. [ SDCH ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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								282,111(1)	D
Restricted Stock Unit								21,724(1)	D
Restricted Stock Unit	03/02/2026		F		10,149(2)	D	$2.2(3)	11,575	D
Common Stock								288,748(4)	D
Restricted Stock Unit	03/16/2026		A		10,684(5)	A	$2.01(3)	22,259(4)	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. Represents the total amount of securities beneficially owned by the Reporting Person following the 1 for 52 reverse stock split, effective January 22, 2026.

2. On March 2, 2026, 10,149 RSUs vested, 3,512 shares of common stock otherwise issuable pursuant to the vesting were withheld for the payment of taxes, resulting in the issuance of 6,637 shares of common stock to the Reporting Person.

3. The closing price of the issuer's common stock on the transaction date.

4. Represents the total amount of securities beneficially owned by the Reporting Person following the reported transactions above.

5. Represents a 10,684 RSU award, one third of which shall vest on the first business day of each subsequent March, for the following three years.

	/s/ Nicholas William Hnatiw	03/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did SideChannel (SDCH) director Nicholas Hnatiw receive?

Nicholas Hnatiw received 10,684 restricted stock units (RSUs). The RSUs were granted at a reference value of $2.01 per unit, with one third scheduled to vest on the first business day of each March over the next three years, subject to continued service.

How were taxes handled on Nicholas Hnatiw’s SideChannel RSU vesting?

Taxes were covered through share withholding. When 10,149 RSUs vested on March 2, 3,512 shares of common stock were withheld to satisfy tax obligations, and 6,637 shares were issued to Hnatiw, avoiding a separate cash payment for taxes.

How many SideChannel (SDCH) shares does Nicholas Hnatiw hold after these transactions?

Hnatiw holds 288,748 common shares and 22,259 RSUs. These figures are reported as directly owned following the March 2026 transactions, reflecting both his current common stock position and unvested restricted stock units that may convert into additional shares over time.

Was the SideChannel Form 4 transaction a market sale or purchase of SDCH stock?

The filing shows no open-market buys or sells. Activity consists of an RSU grant and share withholding for taxes. The F-coded disposition reflects shares withheld by the issuer to cover tax liabilities, not a discretionary sale into the market by the director.

What is the vesting schedule for Nicholas Hnatiw’s new SideChannel RSU grant?

The 10,684 RSU grant vests in three equal annual installments. One third will vest on the first business day of each subsequent March for the following three years, aligning Hnatiw’s compensation with SideChannel’s long-term performance and service period.

Did the SideChannel Form 4 indicate any remaining derivative positions for Nicholas Hnatiw?

The disclosure shows no remaining derivative securities such as options. The derivative section is empty, and the reported holdings consist of common stock and restricted stock units, simplifying his equity exposure to time-based awards and outright share ownership.