Form 4: OmniAb Legal Officer Reports RSU Vesting, Tax-Related Stock Sale

OmniAb's Chief Legal Officer, Charles S. Berkman, reported the vesting of 15,621 Restricted Stock Units and a subsequent sale of 8,044 shares to cover tax obligations.

Summary

• Charles S. Berkman, Chief Legal Officer of OmniAb, Inc. (OABI), reported transactions related to his beneficial ownership.
• On December 7, 2025, 15,621 Restricted Stock Units (RSUs) vested, representing a contingent right to receive one share of Common Stock per RSU.
• The vesting of these RSUs is part of a three-substantially-equal annual installment plan that began on December 7, 2023.
• Following the RSU vesting, Mr. Berkman's beneficial ownership of Common Stock increased to 385,115 shares.
• On December 8, 2025, Mr. Berkman sold 8,044 shares of Common Stock at a weighted average price of $1.96 per share.
• This sale was a 'sell-to-cover' transaction, mandated by OmniAb's equity incentive plans to satisfy tax withholding obligations related to the RSU vesting, and was not a discretionary trade.
• The shares sold ranged in price from $1.94 to $2.01.
• After the sell-to-cover transaction, Mr. Berkman's direct beneficial ownership of Common Stock stands at 377,071 shares.
• His total beneficial ownership includes 6,282 shares acquired through the Issuer's Employee Stock Purchase Plan (ESPP) on May 30, 2025, and November 28, 2025.
• He now beneficially owns 96,876 derivative securities in the form of Restricted Stock Units.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to the routine nature of RSU vesting, indicating ongoing employee compensation and retention. The sell-to-cover is a neutral, non-discretionary event for tax purposes, not reflecting a negative outlook by the insider.

Positives

• The vesting of 15,621 Restricted Stock Units indicates the continued execution of the company's equity incentive plan, aligning management's interests with shareholders.
• The increase in the Chief Legal Officer's overall beneficial ownership (prior to the tax-related sale) reflects ongoing equity accumulation.

Negatives

• The sale of 8,044 shares, even if for tax purposes, reduces the Chief Legal Officer's direct ownership of common stock.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the routine schedule of RSU vesting installments.

Management Comments

• The sale of shares was mandated by the Issuer's election under its equity incentive plans to require the satisfaction of a tax withholding obligation to be funded by a 'sell-to-cover' transaction, and does not represent discretionary trades by the reporting person.

Industry Context

This Form 4 filing details a routine insider transaction related to equity compensation, which is a common practice across various industries, particularly in publicly traded companies that use Restricted Stock Units to incentivize and retain key personnel. It does not provide broader industry-specific insights.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary insider transaction for tax purposes, not indicative of a change in management's confidence or strategy.
• Employees: Reinforces the company's commitment to its equity compensation plans, which can be a positive for employee morale and retention.

Next Steps

• Future annual installments of RSU grants are expected to vest on their scheduled dates, continuing the equity incentive plan.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary insider transaction related to RSU vesting and a subsequent sell-to-cover for tax obligations. Such transactions are common and generally do not provide sufficient new information to warrant a change in investment recommendation. The filing does not indicate any material shift in company fundamentals, strategy, or management's outlook that would prompt a 'buy' or 'sell' decision. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company performance and market conditions.

Keywords

OmniAb, OABI, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Sell-to-Cover, Equity Incentive Plan, Beneficial Ownership, Chief Legal Officer