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Insider Sale: Unity Software director disposes 150K shares via 10b5-1

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Unity Software Inc. insider sales under 10b5-1 plan — A director reported two separate sales of common stock on 09/15/2025 totaling 150,000 shares at weighted-average prices of $45.50 and $46.14. After these dispositions, the reporting person (indirectly through Agathy Holdings Ltd.) is shown as beneficially owning 1,798,146 and 1,832,526 shares on different reported lines, and 759,861 shares are listed for informational purposes only. The filing notes the sales were effected pursuant to a Rule 10b5-1 trading plan adopted earlier in the year and discloses the reporting person’s relationship as a director.

Positive

  • Sales executed under a Rule 10b5-1 trading plan, indicating pre-arranged transactions rather than opportunistic timing
  • Filing discloses indirect ownership through Agathy Holdings, providing transparency about voting and dispositive power
  • Reporting person retains substantial holdings after the reported sales, indicating continued long-term stake

Negative

  • Insider disposed of 150,000 shares, representing a material reduction in the reporting person's direct holdings reported on the form
  • Layered ownership via Agathy Holdings may complicate clarity on control and influence over issuer matters

Insights

TL;DR: Director executed pre-arranged sales of 150,000 Unity shares under a 10b5-1 plan, reducing indirect holdings but leaving large retained positions.

The reported transactions show two scheduled dispositions totaling 150,000 shares at weighted-average prices of $45.50 and $46.14. Execution under a Rule 10b5-1 plan indicates the trades were pre-authorized, which can help separate the sales from contemporaneous material nonpublic information. Despite the sales, the reporting person maintains substantial indirect ownership through Agathy Holdings Ltd., suggesting continuing alignment with shareholder outcomes. The filing contains clear explanatory footnotes on holding structure and sale price ranges.

TL;DR: Preplanned insider sales reduce optics risk but warrant monitoring of ownership disclosure and related-party control through Agathy Holdings.

The disclosure explains that shares are held indirectly via Agathy Holdings Ltd., where the reporting person and spouse have voting and dispositive power, and that the Form 4 is a joint filing. Use of a 10b5-1 plan is properly disclosed and accompanied by price ranges and an undertaking to provide per-price sale details on request. The filing transparently states holdings included for informational purposes, but the layered ownership structure is material for governance analysis.

Insider Bar-Zeev Tomer
Role Director
Sold 150,000 shs ($6.85M)
Type Security Shares Price Value
Sale Common Stock 115,620 $45.50 $5.26M
Sale Common Stock 34,380 $46.14 $1.59M
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 1,832,526 shares (Indirect, See footnote); Common Stock — 759,861 shares (Direct)
Footnotes (1)
  1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025. The price reported in Column 4 is a weighted average price, rounded to the nearest hundredth. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 2 and 4 of this Form 4. The shares of Common Stock reported in this line are held directly by Agathy Holdings Ltd. ("Agathy Holdings"). Each of Tomer Bar-Zeev & Yuli Bar-Zeev, Tomer Bar-Zeev's spouse, is a director of Agathy Holdings, and in such capacity possess voting power and dispositive power on behalf of Agathy Holdings with respect to securities held by Agathy Holdings. Tomer Bar-Zeev is a director of the Issuer. Agathy Holdings may be deemed to be a director by deputization of the Issuer. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Exchange Act. The price reported in Column 4 is a weighted average price, rounded to the nearest hundredth. These shares were sold in multiple transactions at prices ranging from $46.00 to $46.24, inclusive. There were no transactions effected in respect of the shares of Common Stock reported in this row, and the holdings in this row are being included for informational purposes only.
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).
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*
Bar-Zeev Tomer
(Last) (First) (Middle)
C/O UNITY SOFTWARE INC.
116 NEW MONTGOMERY STREET
(Street)
SAN FRANCISCO CA 94105-3607
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Unity Software Inc. [ U ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025
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 09/15/2025 S(1) 115,620 D $45.5(2) 1,832,526 I See footnote(3)
Common Stock 09/15/2025 S(1) 34,380 D $46.14(4) 1,798,146 I See footnote(3)
Common Stock 759,861(5) 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. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025.
2. The price reported in Column 4 is a weighted average price, rounded to the nearest hundredth. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 2 and 4 of this Form 4.
3. The shares of Common Stock reported in this line are held directly by Agathy Holdings Ltd. ("Agathy Holdings"). Each of Tomer Bar-Zeev & Yuli Bar-Zeev, Tomer Bar-Zeev's spouse, is a director of Agathy Holdings, and in such capacity possess voting power and dispositive power on behalf of Agathy Holdings with respect to securities held by Agathy Holdings. Tomer Bar-Zeev is a director of the Issuer. Agathy Holdings may be deemed to be a director by deputization of the Issuer. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Exchange Act.
4. The price reported in Column 4 is a weighted average price, rounded to the nearest hundredth. These shares were sold in multiple transactions at prices ranging from $46.00 to $46.24, inclusive.
5. There were no transactions effected in respect of the shares of Common Stock reported in this row, and the holdings in this row are being included for informational purposes only.
Remarks:
/s/ Anirma Gupta, Attorney-in-fact 09/16/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions were reported for Unity Software (U)?

A director reported two sales on 09/15/2025 totaling 150,000 shares of Unity common stock under a 10b5-1 plan.

At what prices were Unity (U) shares sold by the director?

The weighted-average prices reported were $45.50 (range $45.00–$45.99) and $46.14 (range $46.00–$46.24).

Does the filing indicate the sales were preplanned?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person earlier in the year.

How much stock does the reporting person still beneficially own?

Post-transaction holdings reported include 1,798,146 and 1,832,526 shares on different lines, plus 759,861 shares listed for informational purposes.

Who holds the shares indirectly and what is their relationship to the reporting person?

Shares are held directly by Agathy Holdings Ltd., where the reporting person and their spouse serve as directors and possess voting and dispositive power.