TCX Form 4/A: Chief Legal Officer Receives 1,125 Option Grant

Rhea-AI Filing Summary

Tucows Inc. (TCX) – Form 4/A: Chief Legal Officer & VP Bret Fausett reported the grant of 1,125 new stock options on 06/05/2025 at an exercise price of $19.57. These options were awarded under the company’s 2006 Equity Compensation Plan and will vest in four equal 25% tranches beginning one year after the grant date. They expire on 06/03/2032.

Following the transaction, Fausett’s holdings comprise 31,105 common shares held directly, 1,272.35 shares via a 401(k), and the newly granted 1,125 options. The filing records no open-market purchases or sales, indicating this is purely an incentive grant. Given the limited size relative to Tucows’ float and the standard vesting schedule, the disclosure is routine and unlikely to materially affect the investment thesis.

Insights

Corporate Governance Expert

TL;DR Routine option grant to insider; minimal size, standard 4-year vesting, no immediate market impact expected.

The amended Form 4 clarifies Fausett’s grant of 1,125 options at $19.57. Such grants align management incentives with shareholder value, but the volume is modest compared with both his existing 31k-share stake and Tucows’ overall share count. The four-year vesting schedule encourages long-term engagement. No shares were bought or sold, so the filing is largely administrative. I classify it as not impactful for valuation or governance risk.

Securities Analyst

TL;DR Insider receives small option package; neutral signal lacking buy/sell activity, negligible dilution risk.

From a market-pricing angle, 1,125 options represent an immaterial potential dilution (<1% of average daily volume). The $19.57 strike sits near recent trading levels, so upside incentive is reasonable. Because no common shares were disposed, there is no negative sentiment implied. Overall, the disclosure is not impactful to earnings, cash flow, or capital structure, warranting a neutral stance.

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^*

Fausett Bret

(Last) (First) (Middle)

96 MOWAT AVENUE

(Street)

TORONTO A6 M6K 3M1

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TUCOWS INC /PA/ [ TCX ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer & VP

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/20/2025

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								31,105	D
Common Stock								1,272.35	I	By 401(K)

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
Stock Option (Right to Buy)	$19.57	06/05/2025		A		1,125		06/05/2026(1)	06/03/2032	Common Stock	1,125	$0	1,125	D

Explanation of Responses:

1. Stock options granted under the 2006 Equity Compensation Plan vest in four (4) equal installments of 25% each beginning on the first anniversary of the grant date.

	/s/ Katherine Young, attorney-in-fact for Bret Fausett	06/27/2025
	** 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

What insider activity was reported for Tucows (TCX) on the latest Form 4/A?

Bret Fausett reported a grant of 1,125 stock options with a $19.57 exercise price; no shares were bought or sold.

How many Tucows shares does Bret Fausett own after the filing?

He directly owns 31,105 common shares and 1,272.35 shares through a 401(k), plus the new 1,125 options.

When do the newly granted Tucows options vest and expire?

They vest in four equal 25% instalments starting 06/05/2026 and expire on 06/03/2032.

Did the Form 4/A include any open-market stock sales or purchases?

No, the filing only discloses an incentive stock option grant; there were no open-market transactions.

What is the exercise price of the options granted to Bret Fausett?

The exercise price is $19.57 per share.