Form 4: SI-BONE Executive Reports RSU Grants and Tax-Related Stock Sales

Michael A. Pisetsky, SVP, Operations & Administration, and Chief Legal Officer of SI-BONE, Inc., reported the acquisition of restricted stock units and subsequent sales to cover tax withholding obligations.

Summary

• Michael A. Pisetsky, SVP, Ops & Adm/Chief Legal Ofr of SI-BONE, Inc. (SIBN), reported transactions on February 16 and 17, 2026.
• On February 16, 2026, Pisetsky acquired 58,720 shares of common stock through the settlement of restricted stock units (RSUs), which will vest over four years beginning February 15, 2026, in quarterly installments.
• Also on February 16, 2026, Pisetsky acquired two separate grants of 9,787 shares each (totaling 19,574 shares) from RSU settlements, which will vest over three years based on the Issuer's total shareholder return (TSR) performance against a peer group.
• On February 17, 2026, Pisetsky disposed of a total of 20,756 shares of common stock across five separate transactions.
• These sales were non-discretionary 'sell to cover' transactions, executed solely to satisfy tax withholding obligations related to the vesting of restricted stock units.
• The weighted average sale prices for these transactions ranged from $15.3099 to $15.4144 per share.
• Following these transactions, Pisetsky's beneficial ownership stands at 285,974 shares of common stock, which includes 157,176 shares issuable upon the settlement of restricted stock units.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While there are sales, they are non-discretionary for tax purposes, and the underlying RSU grants represent continued executive compensation and alignment with company performance.

Positives

• The grant of 78,294 restricted stock units (58,720 + 9,787 + 9,787) indicates continued compensation and retention of a key executive.
• A portion of the RSU grants (19,574 shares) is performance-based, tied to the Issuer's Total Shareholder Return (TSR) relative to peers, aligning executive incentives with shareholder value.

Negatives

• The executive's direct beneficial ownership of common stock decreased by 20,756 shares due to tax-related sales, although these were not discretionary.

Risks

• The vesting of performance-based restricted stock units is contingent on the Issuer's Total Shareholder Return (TSR) performance against a set of peer companies, meaning the shares may not vest if performance targets are not met.

Future Outlook

The filing indicates future vesting schedules for restricted stock units, with some shares vesting over four years starting February 15, 2026, and others over three years contingent on the company's Total Shareholder Return (TSR) performance.

Management Comments

• The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. The sale satisfies the tax withholding obligations to be funded by a 'sell to cover' transaction and does not represent a discretionary trade by the Reporting Person.

Industry Context

StockSavvy.ai notes that 'sell to cover' transactions are a standard practice for executives receiving equity compensation, common across industries, and typically do not reflect a discretionary view on the company's stock performance. The performance-based RSU grants align with a growing trend in executive compensation to link pay directly to shareholder returns.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) with multi-year vesting schedules is a common compensation practice for senior executives in the medical device and broader technology sectors, similar to companies like Medtronic (MDT) or Stryker (SYK) for retention.
• The inclusion of Total Shareholder Return (TSR) as a performance metric for a portion of the RSU grants aligns with best practices in corporate governance, linking executive incentives to market performance relative to peers, a strategy often employed by large-cap companies to ensure competitive and performance-driven compensation.

Stakeholder Impact

• Shareholders: The 'sell to cover' transactions result in a minor dilution of outstanding shares, but the underlying RSU grants align executive interests with long-term shareholder value, particularly the TSR-based awards.
• Employees: The compensation structure for a senior executive may serve as a benchmark or indicator of the company's approach to equity compensation for other employees.

Next Steps

• The remaining restricted stock units will continue to vest according to their respective schedules, with the four-year vesting commencing February 15, 2026, and the three-year TSR-based vesting continuing.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events (RSU grants and tax-related sales) and does not present new information that would fundamentally alter the investment thesis for SI-BONE. The sales are non-discretionary, and the grants indicate continued executive retention and alignment. Therefore, a 'hold' recommendation is appropriate as this filing alone does not warrant a change in investment position.

Keywords

SI-BONE, SIBN, Form 4, Insider Trading, Restricted Stock Units, RSU, Executive Compensation, Stock Sales, Tax Withholding, Total Shareholder Return, TSR