Tivic Health (TIVC) COO acquires 8,824 common shares via RSU conversion

Rhea-AI Filing Summary

Tivic Health Systems, Inc. Chief Operating Officer Michael K. Handley reported the exercise or conversion of derivative securities into common stock. On February 18, 2026, he acquired 8,824 Restricted Stock Units and an associated 8,824 shares of Common Stock at a price of $0.00 per share. Following these transactions, he directly held 26,471 Restricted Stock Units and 8,824 shares of Common Stock. Each Restricted Stock Unit is convertible into one share of Common Stock, and the units vest over four years with an initial vesting after the first year, then in twelve equal quarterly installments.

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

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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^*

Handley Michael K

(Last) (First) (Middle)

47685 LAKEVIEW BOULEVARD

(Street)

FREMONT CA 94538

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tivic Health Systems, Inc. [ TIVC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		M		8,824	A	(1)	8,824	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 Units	(1)	02/18/2026		M			8,824	(2)	(2)	Common Stock	26,471	$0	26,471	D

Explanation of Responses:

1. Each Restricted Stock Unit is convertible into one share of Common Stock.

2. Twenty percent (25%) of the Restricted Stock Units will vest upon the one (1) year anniversary of the Vesting Commencement Date, and the balance of the Restricted Stock Units will be vested in a series of twelve (12) successive equal quarterly installments measured from the first anniversary of the Vesting Commencement Date such that one hundred percent (100%) of the Restricted Stock Units shall have vested on the fourth anniversary of the Vesting Commencement Date.

	/s/ Lisa Wolf, attorney-in-fact	02/20/2026
	** 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).
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FAQ

What insider transaction did Tivic Health Systems (TIVC) report?

Tivic Health Systems reported COO Michael K. Handley exercising or converting derivative securities into common stock, acquiring 8,824 Restricted Stock Units and 8,824 shares of Common Stock at $0.00 per share, as part of his equity compensation arrangement.

How many Tivic Health Systems (TIVC) shares did the COO acquire?

Michael K. Handley acquired 8,824 shares of Tivic Health Systems Common Stock through the exercise or conversion of 8,824 Restricted Stock Units, with a reported transaction price of $0.00 per share, reflecting a non-cash equity compensation event rather than an open-market purchase.

What are the vesting terms of the Tivic Health (TIVC) Restricted Stock Units?

Each Tivic Health Restricted Stock Unit vests over four years: 25% vests on the one-year anniversary of the Vesting Commencement Date, and the remaining 75% vests in twelve equal quarterly installments, so that 100% is vested on the fourth anniversary.

How many Tivic Health (TIVC) Restricted Stock Units does the COO hold after the transaction?

After the reported transaction, Michael K. Handley directly holds 26,471 Restricted Stock Units. Each unit is convertible into one share of Tivic Health Systems Common Stock, subject to the stated four-year vesting schedule, aligning his equity incentives with longer-term company performance.

Is the Tivic Health (TIVC) COO’s transaction a market purchase or sale?

The COO’s reported activity is an exercise or conversion of derivative securities, not an open-market buy or sell. He converted 8,824 Restricted Stock Units into 8,824 shares of Common Stock at $0.00 per share, consistent with typical equity compensation mechanics.