Form 4: Vicarious Surgical CTO Sells Shares for Tax Obligations

Vicarious Surgical's Chief Technology Officer, Sammy Khalifa, sold 239 shares of Class A Common Stock to cover tax withholding obligations related to restricted stock unit vesting.

Summary

• Sammy Khalifa, CTO, Director, and 10% Owner of Vicarious Surgical Inc., reported a transaction involving the company's Class A Common Stock.
• On December 3, 2025, Khalifa sold 239 shares of Class A Common Stock.
• The shares were sold at a weighted average price of $2.97 per share, with individual trades ranging from $2.725 to $3.34 per share.
• The sale was a non-discretionary "sell to cover" transaction, mandated by the Issuer's equity incentive plan to satisfy tax withholding obligations in connection with the vesting of restricted stock units granted on June 2, 2023.
• Following this transaction, Khalifa beneficially owns 33,623 shares directly.

Sentiment

Score: 5

Explanation: Neutral. The transaction is a routine, non-discretionary 'sell to cover' for tax purposes related to RSU vesting, which is a standard part of executive compensation and does not indicate a change in sentiment towards the company by the insider.

Positives

• The underlying event is the vesting of restricted stock units, which represents earned compensation for the executive and aligns their long-term interests with shareholders.

Negatives

• A minor reduction in the direct share ownership of a key executive, although it was for a non-discretionary tax purpose rather than a voluntary sale.

Future Outlook

No specific future outlook or guidance is provided in this Form 4 filing, as it pertains solely to a past insider transaction.

Management Comments

• The sales reported were effected to cover tax withholding obligations in connection with the vesting of restricted stock units.
• The sale is mandated by the Issuer's election under its equity incentive plan to require the satisfaction of 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

This transaction is a routine insider filing (Form 4) detailing a "sell to cover" event, which is a common practice across all industries for executives receiving equity compensation. It does not provide specific insights into Vicarious Surgical's market position, competitive landscape, or broader industry trends.

Comparison to Industry Standards

• This is a standard "sell to cover" transaction for tax purposes, a common and expected occurrence for executives in publicly traded companies that grant restricted stock units as part of their compensation packages. It aligns with typical corporate governance practices for managing equity awards and is not indicative of unusual activity compared to industry benchmarks.

Corporate Governance

Related Party Transactions

• The transaction involves the sale of company stock by a Director, 10% Owner, and Chief Technology Officer, Sammy Khalifa, which is a related party transaction in the context of executive compensation and insider reporting.

Stakeholder Impact

• Shareholders: The sale of 239 shares is a negligible amount relative to the company's total outstanding shares and does not signal a lack of confidence from the executive, as it was non-discretionary. The underlying RSU vesting is a positive for executive alignment.
• Employees: No direct impact on employees is indicated by this filing.

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary 'sell to cover' transaction by a key executive to satisfy tax obligations upon RSU vesting. Such transactions are common and do not typically signal a change in the company's fundamentals or the executive's confidence. Therefore, it provides no new information to warrant a change from a 'hold' position, assuming the investor's prior assessment of Vicarious Surgical's prospects remains unchanged.

Keywords

Vicarious Surgical, RBOT, Sammy Khalifa, Form 4, Insider Trading, Stock Sale, Restricted Stock Units, Tax Withholding, Sell to Cover, Equity Incentive Plan, Officer Transaction