Form 4: Amesite Director J. Michael Losh Acquires Restricted Stock Units as Deferred Compensation

Amesite Inc. Director J. Michael Losh has acquired 5,390 Restricted Stock Units as part of his deferred compensation for board service, reflecting a non-cash remuneration strategy.

Summary

• J. Michael Losh, a Director and 10% Owner of Amesite Inc. (AMST), reported the acquisition of 5,390 Restricted Stock Units (RSUs).
• The transaction date for the acquisition of these RSUs was June 30, 2025.
• These RSUs were issued as "deferred stock units" in lieu of cash compensation earned for services as a director.
• The number of deferred stock units received was calculated based on the closing share price on the last day of the quarter.
• Each RSU represents a contingent right to receive one share of AMST common stock and/or the cash equivalent of such share.
• The deferred stock units or cash equivalent will be issued to the reporting person upon completion of service as a member of the board of directors or, if earlier, a change in control.
• Following this transaction, J. Michael Losh beneficially owns 70,057 Restricted Stock Units indirectly through the J. Michael Losh Irrevocable Qualified Annuity Trust #7.

Sentiment

Score: 6

Explanation: A routine compliance filing detailing director compensation through restricted stock units. It is generally positive as it aligns interests and conserves cash, but it does not indicate significant operational changes or financial performance that would warrant a higher sentiment score.

Positives

• The issuance of Restricted Stock Units as deferred compensation aligns the director's long-term interests with those of the shareholders.
• Utilizing equity-based compensation instead of cash helps Amesite Inc. conserve its cash reserves.

Negatives

• The director does not receive immediate cash compensation from this specific transaction.
• Potential for minor share dilution if the RSUs are settled in common stock upon issuance.

Risks

• The value of the Restricted Stock Units is contingent on the future performance of Amesite Inc.'s common stock.
• Future dilution risk exists if the RSUs are settled in shares rather than cash equivalent.

Future Outlook

The Restricted Stock Units or their cash equivalent will be issued to J. Michael Losh upon the completion of his service as a member of the board of directors or, if earlier, upon a change in control of Amesite Inc.

Management Comments

• "Each restricted stock unit ("RSU") represents a contingent right to receive one share of AMST common stock and/or the cash equivalent of such share."
• "The reported securities were issued as 'deferred stock units' in lieu of cash compensation earned for services as a director, and the number of deferred stock units received was calculated based on the closing share price on the last day of the quarter."
• "The deferred stock units or cash equivalent will be issued to the reporting person upon completion of service as a member of the board of directors or, if earlier, a change in control."

Industry Context

This filing reflects a common practice within publicly traded companies to compensate directors with equity-based awards, such as Restricted Stock Units, to align their incentives with long-term shareholder value and to conserve cash.

Comparison to Industry Standards

• The use of Restricted Stock Units as deferred compensation for directors is a standard practice across publicly traded companies, particularly in growth-oriented sectors, aligning with corporate governance best practices.
• Specific comparable companies, projects, or detailed results are not provided within this filing to allow for a direct quantitative comparison.

Related Party Transactions

• Grant of 5,390 Restricted Stock Units to J. Michael Losh, a director, as deferred compensation for services rendered.

Stakeholder Impact

• Shareholders: Potential for minor future dilution if RSUs are settled in shares, but improved alignment of director's interests with long-term shareholder value.
• Employees: No direct impact from this director-specific compensation filing.
• Customers, Suppliers, Creditors: No direct impact.

Next Steps

• Issuance of the 5,390 Restricted Stock Units or their cash equivalent to J. Michael Losh upon the completion of his board service or a change in control of Amesite Inc.

Key Dates

Keywords

Amesite Inc., AMST, Form 4, SEC filing, insider transaction, director compensation, restricted stock units, RSU, deferred compensation, beneficial ownership, corporate governance