Form 4: Leslie's Officer Naomi Cramer Reports Stock Transactions

Leslie's, Inc. Chief Retail Operations and Talent Officer, Naomi Cramer, reported multiple transactions involving common stock and restricted stock units, including vesting and new grants.

Summary

• Naomi Cramer, Chief Retail Operations and Talent Officer at Leslie's, Inc., reported several transactions on December 14 and 15, 2025, under a Rule 10b5-1(c) plan.
• On December 14, 2025, Cramer acquired 726 shares of common stock through the vesting of Restricted Stock Units (RSUs) and disposed of 185 shares at $2.39 each for tax withholding purposes.
• On the same date, she acquired 726 new Restricted Stock Units (RSUs), which are part of a larger grant of 1,451 RSUs scheduled to vest equally on December 14, 2026, and December 14, 2027.
• On December 15, 2025, Cramer acquired an additional 416 shares of common stock from RSU vesting and disposed of 106 shares at $2.39 each for tax withholding.
• She also acquired 416 new RSUs, which are part of a larger grant of 414 RSUs scheduled to vest on December 15, 2026.
• Later on December 15, 2025, Cramer acquired 115 shares of common stock from RSU vesting and disposed of 30 shares at $2.39 each for tax withholding.
• A new acquisition of 115 Restricted Stock was also reported, which is part of a larger grant of 113 RSUs scheduled to vest on December 15, 2026.
• Following these transactions, Cramer directly beneficially owns 4,614 shares of common stock and 23,951 derivative securities (RSUs).
• All RSU vesting is subject to continuous employment with Leslie's, Inc. or an affiliate until the applicable vesting date.

Sentiment

Score: 6

Explanation: The filing indicates routine insider transactions involving RSU vesting, tax withholding, and new grants. While the new grants are positive for incentive alignment, the overall impact is neutral as it represents standard compensation activity rather than a significant change in strategy or financial performance.

Positives

• Officer Naomi Cramer received new grants of Restricted Stock Units (RSUs), totaling 726, 416, and 115 units, indicating continued incentive alignment with company performance. These grants are part of larger RSU awards totaling 1,451, 414, and 113 units respectively, with future vesting dates.
• Cramer's beneficial ownership of common stock increased by a net of 936 shares (726+416+115 acquired minus 185+106+30 disposed) through RSU vesting, demonstrating a growing direct equity stake.
• The transactions were conducted under a Rule 10b5-1(c) plan, indicating pre-planned and transparent insider trading activity.

Negatives

• A total of 321 shares (185 + 106 + 30) were disposed of at $2.39 per share to cover tax liabilities associated with RSU vesting, representing a reduction in direct shareholding.
• The total number of derivative securities beneficially owned decreased from an implied higher number to 23,951, suggesting that the number of RSUs vesting exceeded the number of new RSUs granted during the period, despite the new grants.

Risks

• Vesting of Restricted Stock Units (RSUs) is contingent upon Ms. Cramer's continuous employment or service with Leslie's, Inc. or an affiliate until the specified vesting dates (December 14, 2026, December 14, 2027, and December 15, 2026).

Future Outlook

Future vesting of granted Restricted Stock Units is scheduled for December 14, 2026, December 15, 2026, and December 14, 2027, contingent upon continuous employment.

Industry Context

This Form 4 filing reflects routine insider equity compensation activity, common across publicly traded companies, particularly for senior executives. It indicates the company's ongoing use of equity-based incentives to align management interests with shareholder value, a standard practice in the retail and consumer services industry.

Stakeholder Impact

• Shareholders: The increase in direct common stock ownership by a key officer may be viewed positively as it aligns management's interests with shareholders. The disposition of shares for tax purposes is a routine event and not indicative of a lack of confidence.
• Employees: The RSU grants reinforce the company's compensation structure, potentially signaling stability in executive incentives.

Next Steps

• Continued employment of Naomi Cramer to ensure vesting of future Restricted Stock Units on scheduled dates.
• Future reporting of RSU vesting and grants as they occur, in accordance with SEC regulations.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation, specifically RSU vesting, tax-related share dispositions, and new RSU grants. Such activities are standard for senior management and do not typically signal a material change in the company's operational performance, strategic direction, or financial health. While the new grants align executive interests with long-term shareholder value, the overall impact is neutral, suggesting no immediate reason to alter an investment position based solely on this filing.

Keywords

Leslie's Inc., LESL, Naomi Cramer, SEC Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Grant, Officer Transactions, Equity Compensation, Rule 10b5-1