SCHEDULE: Fulgent Genetics CEO Ming Hsieh Amends Stake, Pledges Shares
Beneficial Ownership Update
Fulgent Genetics CEO Ming Hsieh and his Trust updated their beneficial ownership, revealing equity award vestings, tax-related sales, and significant share pledges.
Summary
- Ming Hsieh, CEO and Chairperson of Fulgent Genetics, Inc., and The Ming Hsieh Trust, updated their beneficial ownership of the company's Common Stock.
- Ming Hsieh beneficially owns 8,867,303 shares, representing 30.74% of the outstanding Common Stock.
- The Ming Hsieh Trust beneficially owns 7,895,115 shares, representing 27.37% of the outstanding Common Stock.
- Since the last amendment, Ming Hsieh acquired shares solely through the vesting of equity awards (RSUs and performance-based RSUs) and sold shares to cover tax obligations.
- The Trust terminated two pre-paid forward arrangements, involving 800,000 shares on June 9, 2025, and 750,000 shares on March 9, 2026.
- 1,000,000 shares of the Trust's Common Stock remain pledged as security for a pre-paid forward arrangement.
- An additional 5,760,733 shares of the Trust's Common Stock are pledged as collateral for a credit facility with The Charles Schwab Corporation.
- The percentages are based on 28,844,618 shares of Common Stock outstanding as of March 27, 2026.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this filing as neutral to slightly negative. While the continued high insider ownership is positive, the significant pledging of shares by the Trust introduces a potential risk of forced sales, which could impact market sentiment.
Positives
- Ming Hsieh continues to demonstrate long-term commitment to Fulgent Genetics through significant beneficial ownership, including shares acquired via equity award vestings.
- The vesting of performance-based Restricted Stock Units indicates the achievement of certain company performance milestones.
Negatives
- A substantial portion of the Trust's shares (6,760,733 shares, or approximately 85.6% of the Trust's holdings) are pledged as collateral for a credit facility and a pre-paid forward arrangement, which could lead to forced sales in the event of a default or margin call.
Risks
- The pledging of 6,760,733 shares of Common Stock by The Ming Hsieh Trust as collateral for a credit facility and a pre-paid forward arrangement creates a risk that, in the event of a default, the lender may dispose of these pledged shares, potentially impacting the stock price and ownership structure.
- Future sales of shares by the Reporting Person or the Trust, whether for tax obligations, investment adjustments, or due to pledged share dispositions, could exert downward pressure on the stock price.
Future Outlook
Ming Hsieh intends to review his ownership of Common Stock on a continuing basis and may decide at any time to increase or decrease his holdings based on various factors including price, company developments, market conditions, and tax considerations.
Management Comments
- Ming Hsieh holds the shares of Common Stock reported in this Statement for general investment purposes.
- Ming Hsieh may, from time to time, acquire additional, or dispose of, shares of Common Stock or other securities of the Issuer, in his capacity as Chief Executive Officer and Chairperson of the Board of the Issuer or otherwise, or engage in discussions with the Issuer concerning investments in the Issuer.
Industry Context
StockSavvy.ai notes that insider ownership updates, particularly from a CEO, are closely watched in the biotechnology and diagnostics sector, where long-term vision and management confidence are key. While routine, the details of share pledges and tax-related sales provide transparency into the executive's financial management and personal investment strategies within the company.
Comparison to Industry Standards
- NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Committee Membership | Ming Hsieh and his spouse, Eva Hsieh, serve on the investment committee of the Dynasty Trust, which holds 220,816 shares of Common Stock. | NA | This indicates shared voting and dispositive power over a portion of the shares, aligning family interests with the company's performance. |
Legal Proceedings
- Neither Ming Hsieh nor The Ming Hsieh Trust has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
- Neither Ming Hsieh nor The Ming Hsieh Trust has been a party to a civil proceeding resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws in the last five years.
Related Party Transactions
- Ming Hsieh and his spouse, Eva Hsieh, are members of the investment committee of the Dynasty Trust, which holds 220,816 shares of Common Stock, over which they share voting and dispositive power.
- 1,000 shares of Common Stock are held by an immediate family member of Mr. Hsieh residing in the same household, over which Mr. Hsieh may be deemed to share voting and dispositive power.
Stakeholder Impact
- Shareholders: The high insider ownership by the CEO and his Trust generally signals confidence, but the significant pledging of shares introduces a potential risk of market instability if forced sales occur.
- Employees: No direct impact mentioned, but management's long-term commitment can indirectly influence employee morale and stability.
- Creditors: The Charles Schwab Corporation, as a lender, has a security interest in 5,760,733 shares of the Trust's Common Stock, providing collateral for their credit facility.
Next Steps
- Ming Hsieh will continue to review his ownership of Common Stock and may adjust his holdings based on market conditions and company performance.
- The pledged shares remain subject to the terms of the credit facility and pre-paid forward arrangement, with potential implications in case of default.
Key Dates
| Date | Description |
|---|---|
| 2024-11-05 | Date of filing Amendment No. 3 to Schedule 13D. |
| 2024-11-23 | 3,950 shares of Common Stock vested pursuant to RSUs. |
| 2024-11-25 | 2,227 shares of Common Stock sold to cover withholding taxes from RSU vesting at prices ranging from $18.12 to $18.50. |
| 2024-12-22 | Date of Joint Filing Agreement by and among Mr. Hsieh and the Trust (Exhibit 1 of Schedule 13D/A filed on this date). |
| 2025-02-01 | 2,500 shares of Common Stock vested pursuant to RSUs; 1,472 shares withheld for taxes. |
| 2025-02-23 | 3,949 shares of Common Stock vested pursuant to RSUs; 2,324 shares withheld for taxes. |
| 2025-02-25 | 11,280 shares of Common Stock vested from performance-based RSUs granted on February 28, 2022; 6,041 shares withheld for taxes. |
| 2025-02-25 | 17,820 shares of Common Stock vested from performance-based RSUs granted on February 23, 2023; 9,543 shares withheld for taxes. |
| 2025-02-25 | 37,197 shares of Common Stock vested from performance-based RSUs granted on February 26, 2024; 19,997 shares withheld for taxes. |
| 2025-02-26 | 21,984 shares of Common Stock vested pursuant to RSUs; 11,773 shares withheld for taxes. |
| 2025-05-01 | 2,500 shares of Common Stock vested pursuant to RSUs; 1,339 shares withheld for taxes. |
| 2025-05-23 | 3,950 shares of Common Stock vested pursuant to RSUs; 2,116 shares withheld for taxes. |
| 2025-05-26 | 5,496 shares of Common Stock vested pursuant to RSUs; 2,944 shares withheld for taxes. |
| 2025-06-09 | The Trust terminated a pre-paid forward arrangement for 800,000 shares of Common Stock. |
| 2025-06-11 | Form 4 filed with the SEC reporting the termination of the 800,000 share pre-paid forward arrangement. |
| 2025-08-01 | 2,500 shares of Common Stock vested pursuant to RSUs; 1,339 shares withheld for taxes. |
| 2025-08-23 | 3,949 shares of Common Stock vested pursuant to RSUs; 2,115 shares withheld for taxes. |
| 2025-08-26 | 5,496 shares of Common Stock vested pursuant to RSUs; 2,944 shares withheld for taxes. |
| 2025-11-23 | 3,950 shares of Common Stock vested pursuant to RSUs; 2,116 shares withheld for taxes. |
| 2025-11-26 | 5,496 shares of Common Stock vested pursuant to RSUs; 2,944 shares withheld for taxes. |
| 2026-02-23 | 3,949 shares of Common Stock vested pursuant to RSUs; 2,167 shares withheld for taxes. |
| 2026-02-24 | 19,067 shares of Common Stock vested from performance-based RSUs granted on February 23, 2023; 10,230 shares withheld for taxes. |
| 2026-02-24 | 39,802 shares of Common Stock vested from performance-based RSUs granted on February 26, 2024; 21,354 shares withheld for taxes. |
| 2026-02-24 | 59,276 shares of Common Stock vested from performance-based RSUs granted on February 25, 2025; 31,760 shares withheld for taxes. |
| 2026-02-26 | 5,496 shares of Common Stock vested pursuant to RSUs; 2,949 shares withheld for taxes. |
| 2026-03-01 | 32,740 shares of Common Stock vested pursuant to RSUs; 17,566 shares withheld for taxes. |
| 2026-03-09 | The Trust terminated a pre-paid forward arrangement for 750,000 shares of Common Stock. |
| 2026-03-11 | Form 4 filed with the SEC reporting the termination of the 750,000 share pre-paid forward arrangement. |
| 2026-03-12 | Form 4 filed by Reporting Person disclosing 1,000,000 shares pledged as security for a pre-paid forward arrangement. |
| 2026-03-19 | Date of event requiring the filing of this statement. |
| 2026-03-27 | Date as of which 28,844,618 shares of Common Stock were issued and outstanding. |
| 2026-03-31 | Date of filing of this Schedule 13D/A and the Issuer's Definitive Proxy Statement. |
Recommendation
holdThe filing primarily details routine insider ownership adjustments (equity vesting, tax sales) and the ongoing status of pledged shares. While the high insider ownership is a positive signal of management's alignment, the substantial portion of shares pledged by the Trust introduces a notable risk that warrants caution. The termination of some forward arrangements is neutral. Given these factors, a 'hold' recommendation is appropriate, suggesting investors maintain their current positions while monitoring for any changes in the pledged share status or significant shifts in insider holdings.
Keywords
Fulgent Genetics, Ming Hsieh, Schedule 13D/A, Beneficial Ownership, Equity Awards, RSUs, Share Pledges, Insider Holdings, Corporate Governance, Genetic Testing
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