SQNS CEO Karam receives 6M-share restricted grant in new Form 4 filing

Rhea-AI Filing Summary

SEQUANS COMMUNICATIONS CEO Georges M. Karam received an award of 6,000,000 Ordinary Shares as equity compensation. The Form 4 shows this as a grant/award acquisition at a price of $0.00 per share, meaning it was not an open-market purchase.

The footnotes describe the award as "restricted free shares," with all shares subject to vesting conditions. After this grant, Karam directly holds 11,472,772 Ordinary Shares, and 11,465,056 of these are subject to vesting. This reflects a large, structured compensation grant rather than a discretionary market trade.

Insights

Equity compensation analyst

Large CEO share award, fully vesting-based and not a market buy.

The CEO of SEQUANS COMMUNICATIONS, Georges M. Karam, received 6,000,000 Ordinary Shares as a grant at $0.00 per share. This is compensation, not a purchase, and therefore carries less direct price‑signal than an open‑market buy.

The footnotes clarify these are "restricted free shares" and that 11,465,056 of his 11,472,772 shares are subject to vesting. The economic value depends on future vesting conditions being met, so the filing mainly highlights a sizeable, performance‑ or service‑linked equity incentive.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Karam Georges M.

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	6,000,000	$0.00	--

Holdings After Transaction: Ordinary Shares — 11,472,772 shares (Direct, null)

Footnotes (1)

1. Grant of restricted free shares, all subject to vesting Includes 11,465,056 subject to vesting

Key Figures

Equity grant size: 6,000,000 shares Grant price: $0.00 per share Shares after transaction: 11,472,772 shares +2 more

5 metrics

Equity grant size 6,000,000 shares Ordinary Shares granted on 2026-04-28

Grant price $0.00 per share Restricted free share award

Shares after transaction 11,472,772 shares Total direct holdings following grant

Shares subject to vesting 11,465,056 shares Portion of holdings subject to vesting conditions

Transactions classified as acquisitions 1 transaction Grant/award acquisition in this Form 4

Key Terms

restricted free shares, vesting, grant/award acquisition, Ordinary Shares

4 terms

restricted free shares financial

"Grant of restricted free shares, all subject to vesting"

vesting financial

"Grant of restricted free shares, all subject to vesting"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

grant/award acquisition financial

"transaction_action: grant/award acquisition for 6,000,000 shares"

Ordinary Shares financial

"Transaction involves 6,000,000 Ordinary Shares at $0.00 per share"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

Form 4 Insider Transactions: What Each Field Means →

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^*

Karam Georges M.

(Last) (First) (Middle)

15-55 BOULEVARD CHARLES DE GAULLE

(Street)

COLOMBES 92700

(City) (State) (Zip)

FRANCE

(Country)

2. Issuer Name and Ticker or Trading Symbol
SEQUANS COMMUNICATIONS [ SQNS ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

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
Ordinary Shares	04/28/2026	05/11/2026	A		6,000,000(1)	A	$0	11,472,772(2)	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. Grant of restricted free shares, all subject to vesting

2. Includes 11,465,056 subject to vesting

Remarks:

	/s/Deborah A. Choate, Attorney-in-Fact for Georges M. Karam	05/11/2026
	** 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 did SQNS CEO Georges M. Karam report in this Form 4 filing?

He reported receiving 6,000,000 Ordinary Shares as an equity grant at $0.00 per share. This is a compensation-related award, not a market purchase, and increases his direct holdings while remaining subject to vesting conditions described in the footnotes.

Was the SQNS CEO’s 6,000,000-share transaction a purchase or a grant?

It was a grant/award acquisition, not an open-market purchase. The Form 4 uses transaction code A and notes a price of $0.00 per share, indicating restricted shares awarded as compensation rather than shares bought on the market.

How many SQNS shares does the CEO hold after this Form 4 transaction?

After the grant, Georges M. Karam directly holds 11,472,772 Ordinary Shares. According to the footnotes, 11,465,056 of these shares are subject to vesting, meaning most of his position depends on future vesting conditions being satisfied.

What does “restricted free shares, all subject to vesting” mean for SQNS?

It means the 6,000,000 awarded shares are granted at $0.00 per share but come with vesting conditions. The CEO only gains full, unrestricted benefit as those conditions are met over time, aligning his equity compensation with ongoing service or performance requirements.

Does this SQNS Form 4 indicate insider buying or selling in the market?

No, it does not show market buying or selling. The transaction is a grant/award of 6,000,000 restricted shares at $0.00 per share. There are no open-market purchase (P) or sale (S) codes reported in this Form 4 filing.