Form 4: Tucows insider sale modest; CEO still holds 452k shares

Rhea-AI Filing Summary

Tucows Inc. (TCX) – Form 4 insider transaction

CEO and Director Elliot Noss reported the sale of 3,200 common shares on 07/02/2025 at a weighted-average price of $20.44, executed under a pre-arranged Rule 10b5-1 trading plan adopted 09/15/2023. After the sale, Noss directly owns 452,098 shares. Indirectly he holds 114,670 shares in an RRSP, 1,639 in a TFSA, 6,000 in a U.S. retirement account, and 2,470 shares through his spouse (beneficial ownership disclaimed). The transaction equals roughly 0.6 % of his direct stake and does not materially alter insider ownership. No derivative transactions were reported.

Positive

• CEO retains a sizable direct stake of 452,098 shares, maintaining strong alignment with shareholder interests.

Negative

• Insider sale of 3,200 shares by the CEO, which could be interpreted as a mild bearish signal despite its small scale and 10b5-1 framework.

Insights

Securities Analyst

TL;DR: Minor 3,200-share sale by TCX CEO; neutral market impact given 10b5-1 plan.

The reported disposition is small relative to Elliot Noss’s ~452k-share direct stake and total insider holdings, indicating no significant change in ownership alignment. The use of a previously adopted Rule 10b5-1 plan reduces informational content regarding management’s view of valuation, and the sale price range ($20.39–$20.58) sits near recent trading levels, providing no valuation signal. As no options were exercised or derivatives reported, dilution and leverage considerations remain unchanged. Overall, the filing is routine and should be viewed as neutral for investors.

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).

X

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)
07/02/2025

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	07/02/2025		S(1)		3,200	D	$20.44(2)	452,098	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(3)	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

Explanation of Responses:

1. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 15, 2023, at least ninety days prior to the trading date.

2. These shares were sold in multiple transactions, at prices ranging from $20.39 to $20.58. The reporting person will provide to the Commission, the Issuer, and any stockholder, upon request, full information regarding the number of shares purchased or sold at each separate price.

3. 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.

	/s/ Katherine Young, attorney-in-fact for Mr. Noss	07/03/2025
	** 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

How many Tucows (TCX) shares did CEO Elliot Noss sell?

He sold 3,200 common shares on 07/02/2025.

What was the average sale price for the TCX shares?

The weighted-average sale price was approximately $20.44, with trades ranging from $20.39 to $20.58.

How many shares does Elliot Noss own after the sale?

Following the transaction, he directly owns 452,098 TCX shares in addition to various indirect holdings.

Was the transaction made under a Rule 10b5-1 plan?

Yes, the sale was executed under a Rule 10b5-1 plan adopted on 09/15/2023.

Did the Form 4 report any derivative security activity?

No, no derivative securities were acquired or disposed of in this filing.