Executive equity awards at Spok Holdings (SPOK) after RSU performance vesting

Rhea-AI Filing Summary

Spok Holdings Corporate Secretary and Treasurer Sharon Woods-Keisling reported equity compensation activity tied to performance-based Restricted Stock Units. On March 4, she exercised 11,447 RSUs into Common Stock and received an additional 3,434 shares after performance targets were exceeded, while 4,469 shares were withheld to cover tax obligations.

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^*

Woods-Keisling Sharon

(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)
	Corporate Secretary, Treasurer

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		11,447(1)	A	$12.14	37,071	D
Common Stock	03/04/2026		A		3,434(2)	A	$12.14	40,505	D
Common Stock	03/04/2026		F		4,469	D	$12.14	36,036	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			11,447	(1)	(1)	Common Stock	11,447	$0	48,264	D

Explanation of Responses:

1. On January 3, 2023, Ms. Woods 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.

	/Sharon Woods Keisling/	03/04/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did SPOK officer Sharon Woods-Keisling report on this Form 4?

Sharon Woods-Keisling reported equity-related transactions involving Restricted Stock Units and Common Stock. On March 4, 2026, RSUs vested into 11,447 Common shares, she received an additional 3,434 Common shares, and 4,469 shares were disposed of to satisfy tax obligations at a reported price of $12.14 per share.

How are SPOK Restricted Stock Units treated in Sharon Woods-Keisling’s March 2026 filing?

Each Restricted Stock Unit represents a contingent right to receive one share of Spok Holdings Common Stock. The March 4, 2026 transactions show RSUs converting into 11,447 Common shares after performance goals under the 2023 Long Term Incentive Plan were achieved for the year ending December 31, 2025.

Why did Sharon Woods-Keisling receive additional SPOK Common Stock beyond the original RSU grant?

The Compensation Committee determined on March 4, 2026 that performance objective targets under the 2023 RSU award had been exceeded. This resulted in the award and vesting of additional Common Stock shares, including a 3,434-share grant reported as a separate acquisition transaction in the Form 4 filing.

What does the tax-withholding disposition in the SPOK Form 4 represent?

The Form 4 reports a disposition of 4,469 shares of Common Stock coded “F,” reflecting payment of exercise price or tax liability by delivering securities. These shares, valued at $12.14 each, were withheld in connection with the RSU vesting and award rather than being an open-market sale.

What role does performance under the 2023 LTIP play in SPOK’s RSU vesting?

The RSUs granted January 3, 2023 vest in Common Stock only if specified performance objectives under the 2023 Long Term Incentive Plan are achieved for the year ending December 31, 2025. On March 4, 2026, the company determined those performance targets were exceeded, triggering vesting and extra share awards.

What ownership position does the SPOK Form 4 show after these transactions?

After the reported March 4, 2026 transactions, direct ownership entries show 36,036 Common shares in the final non-derivative line. A separate line for Restricted Stock Units indicates 48,264 derivative securities following the exercise, reflecting remaining RSUs still outstanding after part of the grant converted into Common Stock.