TCX Form 4: Elliot Noss Adds 4,500 Options to Holdings

Rhea-AI Filing Summary

Insider Activity Overview: Tucows Inc. (TCX) filed a Form 4 indicating that CEO and Director Elliot Noss received a new stock-option grant for 4,500 common shares on 06/05/2025 at an exercise price of $19.57 per share, expiring 06/03/2032. The options vest in four equal 25 % installments beginning on the first anniversary of the grant date under the company’s 2006 Equity Compensation Plan.

Before the grant, Noss already held 455,298 shares directly. He also reports indirect ownership of 124,779 shares through an RRSP (114,670), a TFSA (1,639), a U.S. retirement account (6,000) and shares held by his spouse (2,470). No open-market purchases or sales of common stock were disclosed in this filing.

The filing shows continued alignment between executive compensation and shareholder value while adding only the indicated 4,500 option rights to potential future share count.

Positive

• Alignment of incentives: Granting 4,500 performance-linked options ties CEO compensation to future share-price appreciation.
• Substantial insider ownership: Elliot Noss continues to hold 455,298 shares directly, indicating confidence in the company.

Negative

• Potential dilution: Exercise of the new option grant could add 4,500 shares to the outstanding share count in the future.

Insights

Financial Analyst

TL;DR: Routine option grant; aligns incentives, negligible equity impact, neutral for valuation.

The 4,500-share option award represents a standard annual grant to CEO Elliot Noss. No shares were bought or sold, so the filing does not alter the current float or near-term supply–demand dynamics. Total direct and indirect holdings of roughly 580 k shares underline meaningful insider exposure. With exercise price set at $19.57, options are only valuable if the stock trades higher, creating performance linkage. Because the grant size is modest relative to existing ownership and no cash transaction occurred, I view the capital-market impact as neutral.

Corporate Governance Expert

TL;DR: Grant structure follows plan rules; governance risk unchanged.

The options were issued under the 2006 Equity Compensation Plan and vest 25 % annually, a conventional schedule that balances retention with performance motivation. Disclosure complies with Section 16 requirements; the attorney-in-fact signature is properly noted. No red flags such as accelerated vesting, repricing, or concentrated indirect transactions appear. Accordingly, the filing is procedural and does not modify Tucows’ governance risk profile.

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
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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^*

NOSS ELLIOT

(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)

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

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

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
Common Stock								455,298	D
Common Stock								114,670	I	Per EN RRSP
Common Stock								1,639	I	Per EN TFSA
Common Stock								6,000	I	Per EN US Retirement Savings Account
Common Stock								2,470(1)	I	By spouse

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		4,500		06/05/2026(2)	06/03/2032	Common stock	4,500	$0	4,500	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

2. 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 Mr. Noss	06/20/2025
	** 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 did Tucows (TCX) disclose in the latest Form 4?

The filing shows CEO Elliot Noss received a 4,500-share stock-option grant at a $19.57 exercise price on 06/05/2025.

How many Tucows shares does CEO Elliot Noss own after this filing?

He reports 455,298 shares held directly and 124,779 shares held indirectly through various accounts and his spouse.

When do the newly granted TCX options vest and expire?

They vest in four equal 25 % tranches starting one year from the 06/05/2025 grant date and expire on 06/03/2032.

Was there any purchase or sale of Tucows common stock in this Form 4?

No. The Form 4 only reports the grant of stock options; no common-stock transactions were disclosed.

Does the filing indicate use of a Rule 10b5-1 trading plan?

The form does not check the box indicating transactions under a Rule 10b5-1(c) plan.