Form 4: HashiCorp CTO, Armon Dadgar, Executes Stock Sale Under 10b5-1 Plan

HashiCorp's Chief Technology Officer, Armon Dadgar, sold 35,903 shares of Class A Common Stock at an average price of $33.5823, while also acquiring the same number of shares through the conversion of Class B Common Stock.

Summary

• Armon Dadgar, Chief Technology Officer of HashiCorp, executed a sale of 35,903 shares of Class A Common Stock on December 2, 2024.
• The sale was conducted at a weighted average price of $33.5823 per share, with individual transactions ranging from $33.55 to $33.63.
• The sale was made under a pre-arranged Rule 10b5-1 trading plan adopted on September 7, 2023.
• Concurrently, Mr. Dadgar acquired 35,903 shares of Class A Common Stock through the conversion of Class B Common Stock.
• Following these transactions, Mr. Dadgar directly owns 27,275 shares of Class A Common Stock and indirectly owns 1,520,000 shares through the Armon Dadgar 2020 Charitable Trust, 282,617 shares through the Armon Memaran-Dadgar Living Trust, and 90,440 shares through Black Swan III, LLC.
• Mr. Dadgar also indirectly holds 12,051,662 shares of Class B Common Stock through the Armon Dadgar 2020 Charitable Trust, 2,057,036 shares through the Armon Memaran-Dadgar Living Trust, and 601,328 shares through Black Swan III, LLC.

Sentiment

Score: 5

Explanation: The document reflects a routine transaction under a pre-arranged trading plan, with no indication of positive or negative sentiment. It is a neutral event.

Risks

• The sale of shares by a key executive could be perceived negatively by some investors, although it was conducted under a pre-arranged trading plan.

Industry Context

This is a routine filing related to insider trading activity and is common for executives of publicly traded companies. The use of a 10b5-1 plan is a standard practice to avoid accusations of insider trading.

Comparison to Industry Standards

• The use of a Rule 10b5-1 trading plan is a common practice among executives at publicly traded companies, such as those at similar tech firms like Datadog, Snowflake, and MongoDB.
• These plans allow executives to sell shares at predetermined times and prices, mitigating concerns about insider trading.
• The reported transaction is similar to other Form 4 filings by executives at comparable companies, where stock sales are often part of their compensation and financial planning.

Stakeholder Impact

• The stock sale by a key executive could have a minor impact on shareholder sentiment, although the use of a 10b5-1 plan mitigates concerns about insider trading.

Key Dates

Keywords

HashiCorp, Armon Dadgar, stock sale, Form 4, Rule 10b5-1, Class A Common Stock, Class B Common Stock, insider trading, executive compensation