Form 4: ADMA Biologics CEO Reports Routine Stock Transaction

ADMA Biologics President and CEO Adam S. Grossman reported a routine transaction involving the withholding of shares for tax purposes upon the vesting of restricted stock units.

Summary

• Adam S. Grossman, President and CEO, and a Director of ADMA Biologics, Inc. (ADMA), reported a change in beneficial ownership.
• On February 19, 2026, 24,793 shares of common stock were disposed of at a price of $16.32 per share.
• This disposition was due to shares being withheld by the Issuer to satisfy mandatory tax withholding requirements upon the vesting of restricted stock units (RSUs), and was not an open market sale of securities.
• Following this transaction, Grossman directly beneficially owns 2,259,586 shares of common stock.
• Grossman also indirectly beneficially owns 1,143,426 shares through Areth, LLC and 580,957 shares through Hariden, LLC.
• The direct beneficial ownership includes various tranches of unvested RSUs granted between 2022 and 2026, which will settle into common stock upon vesting, subject to continued service.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing a standard administrative transaction related to executive compensation rather than a discretionary investment decision or a reflection of company performance.

Positives

• The transaction is a routine tax withholding, not an open market sale, indicating no active selling intent by the insider.
• Significant unvested RSU holdings demonstrate continued long-term alignment of management's interests with shareholders.

Negatives

• No specific negatives identified beyond the reduction in directly held shares due to tax withholding, which is a standard practice.

Risks

• No specific risks are mentioned in this Form 4 filing.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the vesting schedules of existing restricted stock units, which are subject to the reporting person's continued service.

Industry Context

StockSavvy.ai notes that routine insider transactions, such as tax withholdings upon RSU vesting, are common across industries and typically do not signal a change in company fundamentals or management's outlook. This transaction is consistent with standard executive compensation practices involving equity awards.

Comparison to Industry Standards

• The practice of withholding shares for tax obligations upon RSU vesting is a standard industry practice for equity compensation across publicly traded companies, including peers in the biotechnology and pharmaceutical sectors such as Regeneron Pharmaceuticals (REGN) or Amgen (AMGN).
• The substantial remaining unvested RSU holdings for Adam S. Grossman are indicative of a compensation structure designed to align executive incentives with long-term shareholder value, a common benchmark for corporate governance.

Related Party Transactions

• Adam S. Grossman is a control person of Areth, LLC, which owns 1,143,426 shares.
• Adam S. Grossman is the managing member of Hariden, LLC, which owns 580,957 shares.

Stakeholder Impact

• Shareholders: Minimal direct impact as the transaction is a routine tax withholding and not a discretionary sale. The continued significant beneficial ownership, including unvested RSUs, suggests ongoing alignment of management's interests with shareholders.
• Employees: No direct impact mentioned.

Next Steps

• Continued vesting of outstanding Restricted Stock Units (RSUs) on a quarterly basis over four years, subject to Adam S. Grossman's continued service.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary transaction where shares were withheld for tax purposes upon RSU vesting. It does not provide new fundamental information about ADMA Biologics' operational performance, strategic direction, or financial health that would warrant a change in investment thesis. The significant remaining beneficial ownership, including substantial unvested RSUs, indicates continued management alignment. Therefore, a 'hold' recommendation is appropriate as this filing alone does not present a compelling reason to buy or sell the stock.

Keywords

ADMA Biologics, Adam S. Grossman, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Tax Withholding, Beneficial Ownership, CEO, Director