Form 4: Tivic Health CEO Ernst Reports RSU Vesting & Tax Sale

Tivic Health Systems, Inc. CEO Jennifer Ernst reported the vesting of 14,706 Restricted Stock Units and the subsequent sale of 5,262 shares to cover tax obligations.

Summary

• Jennifer Ernst, Chief Executive Officer and Director of Tivic Health Systems, Inc. (TIVC), reported changes in her beneficial ownership.
• On December 18, 2025, 14,706 Restricted Stock Units (RSUs) vested and converted into an equal number of Common Stock shares.
• Concurrently, 5,262 shares of Common Stock were disposed of at a price of $1.87 per share to satisfy tax withholding obligations related to the RSU vesting.
• Following these transactions, Jennifer Ernst beneficially owns 32,691 shares of Common Stock directly.
• She also holds 14,706 derivative Restricted Stock Units.
• The original RSU grant's vesting schedule dictates 50% vested on December 18, 2024, with the remainder vesting in eight equal quarterly installments, completing on the third anniversary of the Vesting Commencement Date.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The vesting of RSUs is a positive sign of compensation realization, but the sale of shares, even for tax, is a slight reduction in direct ownership. It's a routine event.

Positives

• Vesting of Restricted Stock Units indicates the achievement of performance or time-based milestones, aligning management's interests with shareholders.

Negatives

• Sale of shares, even for tax purposes, reduces the insider's direct equity stake.

Future Outlook

The remaining 14,706 Restricted Stock Units held by Jennifer Ernst are scheduled to vest in a series of eight equal quarterly installments, completing on the third anniversary of the Vesting Commencement Date (December 18, 2024).

Industry Context

This filing is a routine insider transaction report, common for executives receiving equity compensation. It reflects the standard process of RSU vesting and subsequent tax-related share sales, which is a typical event in the compensation structure of publicly traded company executives in the health systems industry.

Related Party Transactions

• The transaction involves the CEO and Director, Jennifer Ernst, acquiring shares through RSU vesting and disposing of shares for tax purposes, which is a related party transaction in the context of insider dealings.

Stakeholder Impact

• Shareholders may view the RSU vesting as a sign of management's continued alignment with company performance, while the tax-related sale is a common and expected event that does not necessarily indicate a change in management's confidence.

Next Steps

• The remaining 14,706 Restricted Stock Units will continue to vest in quarterly installments until the third anniversary of the Vesting Commencement Date (December 18, 2024).

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction involving the vesting of Restricted Stock Units and a subsequent sale of shares to cover tax liabilities. Such transactions are common and generally do not indicate a significant change in the company's fundamentals or the insider's long-term outlook. Therefore, it provides no new information that would warrant a change in an existing investment thesis, leading to a 'hold' recommendation.

Keywords

Tivic Health Systems, TIVC, Jennifer Ernst, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, CEO, Director, Stock Sale, Tax Withholding