Stitch Fix CEO reports FY25 PSUs: 210,782 and 737,735 units

Stitch Fix (SFIX) filed a Form 4 showing CEO Matthew Baer reported PSU awards tied to FY25 performance.

Accepted by SEC EDGAR 10/17/2025 - 07:34 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Stitch Fix (SFIX) filed a Form 4 showing CEO Matthew Baer reported PSU awards tied to FY25 performance. Two Performance Stock Unit grants were recorded on 09/22/2025: 210,782 PSUs that vest 100% on December 17, 2025, and 737,735 PSUs that vest 5/12 on December 17, 2025 with the remainder vesting in equal quarterly installments over the next seven vesting dates. Each PSU represents the right to receive one share of Class A Common Stock, subject to continuous service and the Compensation Committee’s certified FY25 performance achievement.

Insights

Equity compensation analyst

CEO reported FY25 PSUs with near-term and staged vesting.

Stitch Fix disclosed two PSU awards to its CEO on 09/22/2025: 210,782 PSUs vesting fully on 12/17/2025 and 737,735 PSUs vesting 5/12 on that date, then 1/12 quarterly across seven subsequent vesting dates. Each PSU equals one share of Class A.

These PSUs are based on FY25 targets for Adjusted EBITDA, net revenue, and Active Clients, with the Compensation Committee certifying achievement on 09/22/2025. The awards carry a continuous service condition.

The filing also lists derivative securities beneficially owned following the transactions for each award. Actual share delivery follows the stated vesting schedule; timing beyond the initial date is according to the quarterly cadence.

Insider Trade Summary

Grant/Award: 948,517 shares

Grant/Award 2 txns

Insider Baer Matt

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Unit	210,782	$0.00	$0.00
Grant/Award	Performance Stock Unit	737,735	$0.00	$0.00

Holdings After Transaction: Performance Stock Unit — 1,428,133 contracts (Direct)

Holdings Before and After: Performance Stock Unit, 479,616 to 1,428,133 contracts (Direct)

Footnotes (3)

1. F1. Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
2. F2. The PSUs are based on the achievement of Adjusted EBITDA, net revenue, and Active Client targets in FY25. The Compensation Committee certified achievement on September 22, 2025 and the PSUs will vest 100% on December 17, 2025. The award is subject to the recipient's continuous service.
3. F3. The PSUs are based on the achievement of Adjusted EBITDA, net revenue, and Active Client targets in FY25. The Compensation Committee certified achievement on September 22, 2025 and the PSUs will vest based upon the following service conditions: 5/12 will vest on December 17, 2025 and the remainder will vest in quarterly installments of 1/12 over the next 7 quarterly vesting dates. The award is subject to the recipient's continuous service.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Stitch Fix (SFIX) report?

The CEO, Matthew Baer, reported two Performance Stock Unit grants on 09/22/2025 tied to FY25 performance.

How many PSUs were awarded to SFIX’s CEO and what do they represent?

Two awards: 210,782 PSUs and 737,735 PSUs. Each PSU represents one share of Class A Common Stock.

When do the Stitch Fix CEO’s PSUs vest?

210,782 PSUs vest 100% on December 17, 2025. 737,735 PSUs vest 5/12 on December 17, 2025 and the remainder in seven quarterly installments.

What performance measures determine the Stitch Fix PSU awards?

Adjusted EBITDA, net revenue, and Active Client targets for FY25, certified by the Compensation Committee on September 22, 2025.

Are there service conditions on the SFIX CEO’s PSU awards?

Yes. Vesting is subject to the recipient’s continuous service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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
Estimated average burden
hours per response:			0.5

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^*

Baer Matt

(Last) (First) (Middle)

1 MONTGOMERY ST.

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Stitch Fix, Inc. [ SFIX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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

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
Performance Stock Unit	(1)	09/22/2025		A		210,782		(2)	(2)	Class A Common Stock	210,782	$0	690,398	D
Performance Stock Unit	(1)	09/22/2025		A		737,735		(3)	(3)	Class A Common Stock	737,735	$0	1,428,133	D

Explanation of Responses:

1. Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

2. The PSUs are based on the achievement of Adjusted EBITDA, net revenue, and Active Client targets in FY25. The Compensation Committee certified achievement on September 22, 2025 and the PSUs will vest 100% on December 17, 2025. The award is subject to the recipient's continuous service.

3. The PSUs are based on the achievement of Adjusted EBITDA, net revenue, and Active Client targets in FY25. The Compensation Committee certified achievement on September 22, 2025 and the PSUs will vest based upon the following service conditions: 5/12 will vest on December 17, 2025 and the remainder will vest in quarterly installments of 1/12 over the next 7 quarterly vesting dates. The award is subject to the recipient's continuous service.

Remarks:

	/s/ Casey O'Connor, Attorney-in-Fact for Matthew Baer	10/17/2025
	** 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.