Form 4: IRADIMED CEO Sells $426K in Stock via 10b5-1 Plan

IRADIMED Corp's CEO, President, and Chairman, Roger E. Susi, sold 5,000 shares of common stock for approximately $426,048 through a pre-arranged Rule 10b5-1 trading plan.

Summary

• Roger E. Susi, the CEO, President, Chairman, and a 10% owner of IRADIMED Corp (IRMD), reported the sale of 5,000 shares of common stock.
• The sales occurred on November 10, 2025, and were executed under a Rule 10b5-1 trading plan adopted on June 16, 2025.
• The first transaction involved 2,252 shares sold at a weighted average price of $84.59 per share, totaling approximately $190,400.68.
• The second transaction involved 2,748 shares sold at a weighted average price of $85.77 per share, totaling approximately $235,647.96.
• The total value of the shares sold across both transactions is approximately $426,048.64.
• All shares sold were indirectly held by the Phillip Susi 2008 Dynasty Trust.
• Following these transactions, Roger E. Susi indirectly beneficially owns 4,542,950 shares of common stock through various trusts, including 2,317,500 shares via the Phillip Susi 2008 Dynasty Trust, 162,950 shares via the Roger E. Susi Revocable Trust, and 2,062,500 shares via the Matthew Susi 2008 Dynasty Trust.
• A disclaimer states that beneficial ownership of the Matthew Susi 2008 Dynasty Trust shares is disclaimed except to the extent of pecuniary interest.

Sentiment

Score: 4

Explanation: The sale of shares by a CEO, President, and Chairman is generally a negative signal. However, the execution under a pre-arranged Rule 10b5-1 plan mitigates some of the negative sentiment, as it suggests the decision was not based on recent non-public information. The amount is significant but not a complete divestment.

Positives

• The sales were conducted pursuant to a pre-arranged Rule 10b5-1 trading plan, indicating the decision to sell was made in advance and not based on recent non-public information, which is a positive for corporate compliance and transparency.

Negatives

• Insider selling by a high-ranking executive (CEO, President, Chairman, and 10% owner) can be perceived by the market as a lack of confidence in the company's future prospects, even if pre-planned.
• The total value of shares sold, approximately $426,048, represents a notable divestment by a key insider.

Risks

• Insider selling, even under a 10b5-1 plan, can sometimes signal to investors that the insider believes the stock price may be near a peak or that future growth may be limited, potentially leading to negative market sentiment.
• The market might interpret the sale as a lack of conviction from a significant shareholder and executive, which could put downward pressure on the stock price.

Management Comments

• The reporting person disclaims beneficial ownership of the securities held by the Matthew Susi 2008 Dynasty Trust except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.

Corporate Governance

Related Party Transactions

• The reported sales of common stock were executed from shares indirectly held by the Phillip Susi 2008 Dynasty Trust, which is a related party to Roger E. Susi.
• Roger E. Susi also indirectly beneficially owns shares through the Roger E. Susi Revocable Trust and the Matthew Susi 2008 Dynasty Trust, both considered related parties.

Stakeholder Impact

• Shareholders may view the insider selling by the CEO as a potential negative signal regarding the company's future performance or valuation, potentially impacting investor confidence and stock price.
• The use of a 10b5-1 plan provides transparency and reduces concerns about opportunistic selling, which could positively impact regulatory and public perception of management's ethical conduct.

Key Dates

Recommendation

While insider selling by a CEO can be a negative signal, the transaction was executed under a pre-arranged Rule 10b5-1 trading plan, which suggests the decision was not based on recent non-public information. The amount sold, while significant, does not represent a complete divestment of the CEO's substantial indirect holdings. Without additional context on the company's performance or other market factors, this single Form 4 filing warrants a 'hold' recommendation, advising investors to monitor future insider activity and company developments rather than making an immediate buy or sell decision based solely on this report.

Keywords

IRADIMED Corp, IRMD, Insider Sale, CEO, Roger E. Susi, 10b5-1 Plan, Stock Transaction, Beneficial Ownership, Common Stock