Form 4: Outbrain CEO David Kostman Exercises Performance Stock Units

David Kostman, CEO of Outbrain Inc., reports the exercise of performance stock units and subsequent transactions involving common stock.

Summary

• On March 7, 2025, Outbrain Inc. CEO David Kostman exercised performance stock units, resulting in the acquisition of 200,000 shares of common stock.
• Following the transaction, Kostman directly owns 854,474 shares of common stock.
• The issuer withheld 34,411 shares to cover tax obligations related to the vesting and settlement of Performance Stock Units (PSUs) at a price of $4.23 per share, leaving him with 820,063 shares.
• An additional 11,123 shares were withheld to cover tax obligations arising from the vesting and settlement of restricted stock units at $4.23 per share, resulting in a final direct ownership of 808,940 shares.
• Kostman also holds 200,000 Performance Stock Units (PSUs) that have not yet met the market-based performance metrics.

Sentiment

Score: 6

Explanation: Neutral sentiment. The document primarily reports transactions related to executive compensation, which are expected and routine. The CEO exercising options suggests confidence, but the tax withholding is a standard procedure.

Positives

• The CEO exercising stock options and increasing his holdings can be seen as a positive signal, indicating confidence in the company's future performance.

Future Outlook

The reporting person is eligible to earn up to 300% of the target amount of PSUs reported, subject to achievement of above-target stock price goals.

Industry Context

This filing is a routine disclosure related to executive compensation and stock ownership, common in publicly traded companies. It provides transparency into the transactions of company insiders.

Comparison to Industry Standards

• Executive compensation packages often include performance-based stock units to align management's interests with those of shareholders.
• The vesting and settlement of PSUs, along with tax withholding, are standard practices in executive compensation.
• Comparing the size of Kostman's holdings and PSU grants to those of CEOs at similar-sized ad-tech companies would provide further context.

Stakeholder Impact

• The transaction impacts shareholders by increasing the number of shares outstanding, although the effect is likely minimal given the size of the transaction relative to the company's overall market capitalization.
• Employees may be affected if they also hold similar stock-based compensation.

Key Dates