Form 4: Pulmonx CEO Boosts Stake with Major Equity Grant

Pulmonx Corp's President and CEO, Glendon E. French III, increased his beneficial ownership through a significant RSU and PSU grant while also selling shares to cover tax obligations.

Summary

• Glendon E. French III, President and CEO, and a Director of Pulmonx Corp, reported changes in beneficial ownership.
• Sold 2,524 shares of common stock at $1.57 per share on December 1, 2025, to cover tax withholding obligations related to Restricted Stock Units (RSUs) granted on March 1, 2022.
• Sold 6,281 shares of common stock at $1.57 per share on December 1, 2025, to cover tax withholding obligations related to RSUs granted on March 1, 2023.
• Received a grant of 1,200,000 RSUs on December 1, 2025, payable solely in common stock, which will vest in equal quarterly installments over three years.
• Received a grant of 800,000 Performance Stock Units (PSUs) on December 1, 2025. These PSUs vest upon the Issuer's common stock achieving a specified price per share, with 33% vesting one year after the grant date and the remainder in eight equal quarterly installments.
• Following these transactions, direct beneficial ownership stands at 1,477,324 shares of common stock and 800,000 PSUs.
• Indirect beneficial ownership remains at 742,998 shares held by the Glendon E French & Gayle French Trustees French Family Rev Trust UA DTD 08/29/2012.

Sentiment

Score: 8

Explanation: The substantial grant of RSUs and performance-based PSUs to the CEO indicates strong alignment with shareholder interests and confidence in future company performance, outweighing the minor tax-related share sales.

Positives

• A significant grant of 1,200,000 RSUs and 800,000 PSUs to the President and CEO, Glendon E. French III, aligns management's interests with long-term shareholder value.
• The performance-based nature of the PSUs, requiring the company's common stock to achieve a specified price per share for vesting, indicates a focus on share price appreciation and value creation.

Negatives

• The sale of 8,805 shares (2,524 + 6,281) of common stock at $1.57 per share, although for tax withholding purposes, reduces the CEO's direct ownership.

Risks

• The vesting of 800,000 Performance Stock Units is contingent on the Issuer's common stock achieving a specified price per share, meaning the full benefit of these units is not guaranteed.
• The ultimate value of the RSU and PSU grants is subject to future fluctuations in the company's stock price.

Future Outlook

The 1,200,000 RSU grant will vest in equal quarterly installments over a three-year period following December 1, 2025. The 800,000 Performance Stock Units will vest upon the Issuer's common stock achieving a specified price per share, with 33% vesting one year after the December 1, 2025 grant date and the remainder in eight equal quarterly installments.

Industry Context

NA

Related Party Transactions

• 742,998 shares are indirectly held by the Glendon E French & Gayle French Trustees French Family Rev Trust UA DTD 08/29/2012, of which the reporting person and his spouse are trustees and beneficiaries.

Stakeholder Impact

• Shareholders: The significant equity grants to the CEO, particularly the performance-based PSUs, align management's incentives with shareholder value creation and long-term stock performance.
• Employees: The equity compensation structure may serve as a model or signal for broader employee incentive programs, potentially impacting morale and retention.

Next Steps

• Vesting of 1,200,000 Restricted Stock Units in equal quarterly installments over three years, commencing after December 1, 2025.
• Vesting of 800,000 Performance Stock Units upon achievement of a specified stock price target and a time-based schedule (33% one year after December 1, 2025, then eight equal quarterly installments).

Key Dates

Keywords

Pulmonx, LUNG, SEC Form 4, Insider Transaction, RSU Grant, PSU Grant, CEO, Director, Stock Ownership, Equity Compensation