[Form 4] Stitch Fix, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Stitch Fix (SFIX) – Form 4 insider filing dated 8 July 2025

The company disclosed that new Chief Executive Officer and Director Matt Baer received 479,616 Performance Stock Units (PSUs) on 7 July 2025. Each PSU converts into one share of Class A common stock once specific share-price milestones are achieved.

Vesting framework: The award is split into four equal tranches that vest when 30-consecutive-day closing prices reach $5.00, $6.50, $8.00 and $10.00, respectively, within four years of grant. When a hurdle is hit, one-third of that tranche vests immediately, one-third after one year and the final third after two years, provided Mr. Baer remains employed. All achieved but unvested shares vest automatically on the fourth anniversary; unachieved tranches are forfeited. Targets adjust for stock splits or similar events.

Capital-structure impact: Full vesting would add 479,616 shares, roughly 0.4 % of the company’s latest reported basic share count, creating limited but measurable dilution. No cash changes hands, keeping liquidity unaffected.

Strategic signals: Performance-based equity tightly links compensation to sustained share-price appreciation, aligning the CEO’s interests with shareholders. The upper hurdle of $10 (nearly double recent trading levels) suggests management confidence yet also underscores execution risk. Investors should monitor progress toward these milestones and any subsequent dilution.

Positive

• Performance-based compensation: 100 % of the CEO’s grant is tied to share-price milestones, aligning management and shareholder interests.
• Ambitious price hurdles ($5–$10): Targets require significant, sustained appreciation, signalling leadership confidence in long-term strategy.

Negative

• Dilution risk: Full vesting would add 479,616 shares (~0.4 % of shares outstanding).
• Outcome uncertainty: If targets are not met, compensation could still vest on the 4th anniversary, potentially weakening performance linkage.

Insights

Sell-Side Equity Analyst

TL;DR: PSU grant aligns CEO pay with price targets; modest dilution; neutral share impact.

The 479 k PSU award is standard for a new CEO in a turnaround situation and represents about 0.4 % potential dilution—immaterial to valuation models. Importantly, the staggered $5–$10 hurdles demand sustained value creation before equity vests, mitigating pay-for-performance concerns. Because the transaction is a grant (code A) rather than an open-market buy, it does not provide the positive signalling of insider purchasing, but neither does it drain cash. Overall, the filing is corporate-governance neutral with limited immediate price impact.

Corporate Governance Specialist

TL;DR: Well-structured, performance-linked grant; watch dilution and hurdle realism.

From a governance lens, the PSU structure is shareholder-friendly: 100 % of the award depends on multi-year price performance, and vesting is back-loaded if targets are not met quickly. However, the company has discretion to accelerate vesting on the fourth anniversary, potentially softening the performance link. While the grant size is not excessive, investors should track future equity awards to ensure cumulative dilution stays within best-practice limits.

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)
07/07/2025

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)	07/07/2025		A		479,616		(2)	(2)	Class A Common Stock	479,616	$0	479,616	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 eligible to vest in 4 equal tranches, each upon achievement of stock price targets of $5.00, $6.50, $8.00, and $10.00 during a 4-year period following the grant date. Performance conditions are achieved when the Issuer's closing stock price is at or above specified stock price targets for 30 consecutive trading days. Once a performance condition is achieved, 1/3 of the corresponding tranche vests on the achievement date, 1/3 on the 1st anniversary of achievement, and 1/3 on the 2nd anniversary of achievement. Notwithstanding the foregoing, all shares subject to achieved tranches that have not yet vested will automatically vest on the 4th anniversary of the grant date, and any tranches for which the performance condition has not been achieved by such date will be forfeited. The stock price targets are subject to adjustment for stock splits or other capital adjustments. Vesting of all shares is subject to Mr. Baer's continued service through each applicable vesting date.

Remarks:

	/s/ Casey O'Connor, Attorney-in-Fact for Matthew Baer	07/08/2025
	** 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

How many shares could CEO Matt Baer receive under the new PSU grant for SFIX?

Up to 479,616 Class A shares if all performance tranches vest.

What are the stock-price targets attached to Stitch Fix’s PSU award?

$5.00, $6.50, $8.00 and $10.00 closing prices, each sustained for 30 consecutive trading days.

When do the Stitch Fix PSUs vest?

Each tranche vests one-third on milestone achievement, one-third after one year and one-third after two years, with full catch-up vesting at year four.

Will the PSU grant dilute existing SFIX shareholders?

Yes, full vesting would increase the share count by about 0.4 %, a modest but measurable dilution.

Does the Form 4 indicate an open-market purchase by the CEO?

No. The filing codes the transaction as “A” (acquisition) for an equity award, not a cash purchase.