Form 4: KALA BIO Interim CEO Sells Shares for Tax Obligations Under Pre-Arranged Plan

Todd Bazemore, Interim Chief Executive Officer of KALA BIO, Inc., sold 3,390 shares of common stock on June 3, 2025, to cover tax withholding obligations related to the vesting of restricted stock units.

Summary

• Todd Bazemore, who serves as Interim Chief Executive Officer, President, and Chief Operating Officer of KALA BIO, Inc. (KALA), reported a transaction involving the company's common stock.
• On June 3, 2025, Mr. Bazemore sold 3,390 shares of KALA common stock.
• The shares were sold at a weighted average price of $3.74 per share, with individual transaction prices ranging from $3.52 to $4.05.
• This sale was executed pursuant to a Rule 10b5-1 trading plan, which Mr. Bazemore adopted on November 10, 2020.
• The primary purpose of this sale was to satisfy tax withholding obligations incurred from the vesting and settlement of restricted stock units (RSUs) that were granted to him on May 31, 2023.
• Following this transaction, Mr. Bazemore directly beneficially owns 87,757 shares of KALA common stock, which includes 51,963 unvested RSUs.
• Additionally, 1 share is indirectly beneficially owned by his son.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. While it's a sale by an insider, it's a non-discretionary, tax-related transaction under a 10b5-1 plan, which is generally viewed as routine and not indicative of negative sentiment or a lack of confidence from the insider regarding the company's future prospects.

Positives

• The sale was a non-discretionary transaction executed under a pre-arranged Rule 10b5-1 trading plan, indicating it was not based on new material non-public information or a change in management's outlook.
• The purpose of the sale was explicitly stated as covering tax withholding obligations related to RSU vesting, which is a common and routine event for executives receiving equity compensation.

Negatives

• The transaction resulted in a reduction of the direct equity stake held by a key executive, Todd Bazemore, by 3,390 shares.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• "This sale was made pursuant to a 10b5-1 trading plan adopted by the Reporting Person on November 10, 2020 to cover tax withholding obligations in connection with the vesting and settlement of the Reporting Person's restricted stock units ('RSUs') granted on May 31, 2023."

Industry Context

Insider transactions, particularly those related to tax withholding from equity compensation like RSUs, are common and routine across all industries. The use of a Rule 10b5-1 trading plan is a standard practice for insiders to manage their equity holdings in compliance with SEC regulations and to avoid accusations of trading on material non-public information.

Comparison to Industry Standards

• The transaction is a standard tax-related sale, a common occurrence for executives across various industries who receive equity compensation such as restricted stock units (RSUs).
• The use of a Rule 10b5-1 trading plan aligns with best practices for corporate governance, as it pre-schedules trades and demonstrates an intent to avoid trading on inside information, a practice widely adopted by executives in companies like Pfizer, Merck, and Johnson & Johnson when managing their equity awards.

Related Party Transactions

• The document notes indirect beneficial ownership of 1 share by the Reporting Person's son, but no transaction involving this related party is reported.

Stakeholder Impact

• Shareholders: Minimal direct impact. The sale is routine and for tax purposes, not signaling a lack of confidence. It slightly reduces insider ownership.
• Employees: No direct impact mentioned.

Key Dates

Recommendation

Keywords

KALA BIO, KALA, Form 4, Insider Trading, Stock Sale, Todd Bazemore, Restricted Stock Units, RSU, Tax Withholding, 10b5-1 Plan, Beneficial Ownership, Executive Compensation