Form 4: Beyond Air Director's Options Repriced to $1.95

Beyond Air, Inc. Director Erick Lucera's stock options were repriced to an exercise price of $1.95 per share, aligning with the prior day's closing price.

Summary

• Director Erick Lucera of Beyond Air, Inc. (XAIR) had 14,250 of his stock options repriced.
• The exercise price for these options was reduced from previous prices, including $10.80 and $5.892 per share, to a new exercise price of $1.95 per share.
• This repricing was approved by Beyond Air's Board of Directors and became effective on November 4, 2025.
• The new exercise price of $1.95 per share matches the closing price of Beyond Air's common stock on November 3, 2025.
• All other terms of the options, including their vesting schedules, remain unchanged and are contingent upon Mr. Lucera's continued service with the Issuer.

Sentiment

Score: 3

Explanation: While the repricing re-incentivizes the director, the underlying reason (significant stock price decline) is negative. Shareholder perception of such actions can also be negative.

Positives

• The repricing makes the options significantly more 'in-the-money' or closer to it, potentially increasing the incentive for Director Lucera.
• Aligns the option exercise price with the current market value, which can re-motivate management and align their interests with future stock price recovery.

Negatives

• Option repricing can be viewed negatively by shareholders as it effectively grants new, cheaper options, potentially diluting existing shareholder value or signaling poor past performance.
• The necessity of repricing indicates that the previous option grants were significantly out-of-the-money, suggesting a substantial decline in the company's stock price since those grants.

Risks

• Potential shareholder dissatisfaction due to the perceived dilution or adjustments to management compensation following a period of stock underperformance.
• The underlying need for repricing itself suggests a significant drop in stock value, which is an inherent risk to investors.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance beyond the continued vesting of options subject to the director's service.

Management Comments

• "On November 4, 2025, the Issuer's Board of Directors approved an option repricing, effective as of November 4, 2025, reducing the exercise price to $1.95 per share, the closing price of the Issuer's common stock on November 3, 2025."
• "All of the other terms of the options remain unchanged."
• "This stock option award was issued pursuant to the Company's Amended and Restated 2013 Equity Incentive Plan, as amended, (the '|2013 Plan') and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form-4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date."

Industry Context

Option repricing is a practice often observed in industries where stock prices have significantly declined, used to re-incentivize management and retain talent. It aims to re-align management's interests with future stock price recovery, particularly in volatile sectors.

Comparison to Industry Standards

• Option repricing is generally viewed with skepticism by corporate governance advocates and some investors, as it can be perceived as rewarding management for poor stock performance.
• However, it is not uncommon, particularly in companies that have experienced significant stock price declines, to re-align incentives.
• Companies like Zynga (2012) and Groupon (2012) have famously repriced options, often leading to shareholder backlash.
• The practice is often compared to 'reloading' options, which can dilute shareholder value if not managed carefully.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for perceived dilution and dissatisfaction regarding management compensation adjustments following poor stock performance.
• Management/Directors: Increased incentive and potential for future gains if the stock price recovers, aligning their interests with a lower threshold.

Next Steps

• Continued vesting of the repriced options according to the original schedule, subject to Erick Lucera's continued service with Beyond Air, Inc.

Key Dates

Recommendation

The option repricing indicates that the company's stock has significantly underperformed, making previous options worthless as an incentive. While the repricing aims to re-incentivize a director, it doesn't provide new information about the company's operational or financial health. Investors should hold and await further fundamental updates rather than reacting solely to this compensation adjustment.

Keywords

Beyond Air, XAIR, stock options, option repricing, Erick Lucera, director compensation, SEC Form 4, equity incentive plan