Spok Holdings, Inc (SPOK) COO reports RSU vesting and share tax sale

Rhea-AI Filing Summary

Spok Holdings, Inc Chief Operating Officer Michael W. Wallace reported several equity transactions tied to performance-based awards. On March 4, 2026, he exercised 30,525 Restricted Stock Units into the same number of shares of Common Stock, and received an additional grant of 9,157 shares after performance targets under the 2023 Long Term Incentive Plan were exceeded for the year ending December 31, 2025. To cover tax obligations related to these awards, 17,897 shares of Common Stock were disposed of through a tax-withholding transaction, leaving him with 74,034 directly owned common shares after the withholding event.

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^*

WALLACE MICHAEL W

(Last) (First) (Middle)

C/O SPOK HOLDINGS, INC.

3000 TECHNOLOGY DRIVE, STE 400

(Street)

PLANO TX 75074

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Spok Holdings, Inc [ SPOK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		M		30,525(1)	A	$12.14	82,774	D
Common Stock	03/04/2026		A		9,157(2)	A	$12.14	91,931	D
Common Stock	03/04/2026		F		17,897	D	$12.14	74,034	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	(3)	03/04/2026		M			30,525	(1)	(1)	Common Stock	30,525	$0	125,226	D

Explanation of Responses:

1. On January 3, 2023, Mr. Wallace was granted an award of Restricted Stock Units ("RSUs"), which vest in the form of Common Stock if specified performance objectives of the Company set forth in the 2023 Long Term Incentive Plan ("LTIP") are achieved for the year ending December 31, 2025. On March 4, 2026, shares were issued upon vesting of the RSUs.

2. On March 4, 2026, the Compensation Committee of the Company's Board of Directors determined that the performance objective targets under the RSU award had been exceeded, resulting in the award and vesting of additional shares of Common Stock reported herein.

3. Each Restricted Stock Units ("RSUs") represents a contingent right to receive one share of the issuer's Common Stock.

	/Michael Wallace/	03/04/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did SPOK COO Michael Wallace report on March 4, 2026?

Michael Wallace reported exercising 30,525 Restricted Stock Units into Common Stock, receiving an additional 9,157-share stock award, and disposing of 17,897 shares through a tax-withholding transaction, all dated March 4, 2026, as part of his equity compensation.

How many Spok Holdings (SPOK) shares did the COO hold after these Form 4 transactions?

After the tax-withholding disposition of 17,897 shares of Common Stock, Michael Wallace directly held 74,034 shares. Earlier steps in the sequence showed 125,226 RSUs and then 91,931 common shares, with the final figure reflecting his direct common stock holdings.

What is the source of the Spok Holdings (SPOK) RSUs reported by the COO?

The Restricted Stock Units were granted on January 3, 2023 under Spok’s 2023 Long Term Incentive Plan. They were designed to vest in Common Stock if specified company performance objectives were achieved for the year ending December 31, 2025, linking vesting directly to performance.

Why did Michael Wallace receive additional SPOK common shares beyond the original RSU grant?

The Compensation Committee determined on March 4, 2026 that performance objective targets under the RSU award had been exceeded. As a result, additional shares of Common Stock vested and were awarded, increasing the total stock-based compensation reported in the Form 4 filing.

What does each Spok Holdings (SPOK) Restricted Stock Unit represent in this Form 4?

Each Restricted Stock Unit represents a contingent right to receive one share of Spok Holdings’ Common Stock. When vesting conditions are met, the RSUs convert into an equal number of common shares, as reflected in the exercise and issuance reported in the filing.

Was the 17,897-share SPOK stock disposition by the COO an open-market sale?

No. The 17,897-share disposition is coded as an F transaction, indicating shares were withheld to satisfy exercise price or tax liabilities. This represents a tax-withholding disposition, not an open-market sale initiated for discretionary portfolio reasons.