Form 4: Movano CFO Exercises Options, Sells Shares, Receives RSUs

Movano Inc.'s CFO, Jeremy Cogan, reported exercising stock options, selling shares to cover taxes and exercise costs, and receiving restricted stock units in lieu of salary.

Summary

• Jeremy Cogan, CFO of Movano Inc., reported multiple transactions involving the company's common stock and derivative securities.
• On January 5, 2026, Cogan exercised 20,000 stock options at an exercise price of $1.25 per share.
• Following the option exercise, Cogan sold 1,879 shares on January 5, 2026, at a weighted average price of $8.35 (ranging from $8.00 to $8.61) to cover withholding taxes and exercise prices.
• On January 6, 2026, Cogan sold an additional 3,859 shares at a weighted average price of $8.03 (ranging from $7.50 to $8.35) and 4,359 shares at a weighted average price of $7.57 (ranging from $7.50 to $7.90) for the same purpose.
• On January 9, 2026, Cogan received a grant of 9,299 Restricted Stock Units (RSUs) under the Company's Omnibus Incentive Plan, valued at $0.00 per unit, in lieu of salary for the period of January 1, 2026, to March 31, 2026.
• The stock options exercised on January 5, 2026, became exercisable upon shareholder approval of an amendment to the Omnibus Incentive Plan on December 16, 2025.
• Following these transactions, Cogan's direct beneficial ownership of common stock changed from 25,204 shares to 15,107 shares after sales, and then increased to 24,406 shares after the RSU grant.
• Beneficial ownership of derivative securities (stock options) decreased from an implied 84,834 to 64,834 after the exercise of 20,000 options.

Sentiment

Score: 5

Explanation: The filing details routine insider transactions related to equity compensation, including option exercise and subsequent share sales for tax purposes, alongside a new RSU grant. This is a standard compensation event and does not inherently signal strong positive or negative company performance.

Positives

• The exercise of stock options by the CFO indicates a belief in the company's value, as options are typically exercised when the stock price is above the exercise price.
• The grant of Restricted Stock Units (RSUs) in lieu of salary for Q1 2026 demonstrates the CFO's continued commitment to the company and aligns his interests with shareholders through equity compensation.

Negatives

• The sale of 10,097 shares (1,879 + 3,859 + 4,359) by the CFO, even if for tax and exercise cost coverage, results in a reduction of direct insider ownership.

Risks

• Insider selling, even for tax purposes, can sometimes be perceived negatively by the market, potentially signaling a lack of confidence, although in this context, it is a routine part of equity compensation.

Future Outlook

The grant of Restricted Stock Units to the CFO in lieu of salary for the first quarter of 2026 indicates a continued reliance on equity-based compensation for key executives.

Management Comments

• The reporting person's actions reflect the company's compensation strategy, which includes granting stock option awards and restricted stock units in lieu of cash salary.

Industry Context

Equity-based compensation, including stock options and restricted stock units, is a common practice in the technology and growth sectors, particularly for companies like Movano Inc., to conserve cash and align executive incentives with shareholder value. Insider transactions reported via Form 4 are standard disclosures for such compensation events.

Corporate Governance

Related Party Transactions

• The transactions involve the company's Chief Financial Officer, Jeremy Cogan, receiving equity compensation (stock options and restricted stock units) and engaging in related sales to cover taxes and exercise costs. These are standard related-party transactions within the scope of executive compensation.

Stakeholder Impact

• Shareholders: Experience a slight reduction in direct insider ownership due to sales, but also see continued alignment of executive incentives through new equity grants. Potential for future dilution from the Omnibus Incentive Plan amendment.
• Employees (specifically CFO): Jeremy Cogan's compensation structure continues to be heavily weighted towards equity, aligning his financial interests with the company's stock performance.

Next Steps

• The granted Restricted Stock Units will vest according to the terms of the Company's Omnibus Incentive Plan.

Key Dates

Recommendation

The filing details routine insider equity compensation events for Movano Inc.'s CFO, Jeremy Cogan. This includes the exercise of stock options and subsequent sales to cover taxes and exercise costs, as well as a new grant of restricted stock units in lieu of salary. These transactions are typical for executive compensation and do not provide new fundamental insights into the company's operational performance or future prospects that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as these are standard compensation-related activities.

Keywords

Movano Inc., MOVE, Form 4, Insider Trading, Stock Options, Restricted Stock Units, CFO, Jeremy Cogan, Equity Compensation, Share Sale