Form 4: Vicarious Surgical CTO Sells Shares for Tax Obligations

Vicarious Surgical Inc.'s Chief Technology Officer, Sammy Khalifa, sold 754 shares of Class A Common Stock to cover tax withholding obligations related to restricted stock unit vesting.

Summary

• Sammy Khalifa, Chief Technology Officer and Director of Vicarious Surgical Inc. (RBOT), reported a sale of Class A Common Stock.
• On February 20, 2026, Khalifa sold 754 shares at a weighted average price of $2.0841 per share.
• The sale was a "sell to cover" transaction, mandated by the company's equity incentive plan, to satisfy tax withholding obligations from the vesting of restricted stock units granted on May 19, 2022.
• This was not a discretionary trade by the reporting person.
• Following the transaction, Khalifa directly owns 32,869 shares of Class A Common Stock.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While it's an insider sale, the non-discretionary 'sell to cover' nature for tax purposes mitigates any negative sentiment typically associated with insider selling, indicating no change in management's confidence.

Positives

• The transaction was non-discretionary, indicating it was not a voluntary sale driven by a negative outlook on the company.
• The sale was for a relatively small number of shares (754) compared to the remaining beneficial ownership (32,869 shares).

Negatives

• A director and officer reduced their direct ownership, even if for tax purposes.

Future Outlook

No forward-looking statements or guidance are provided in this filing.

Management Comments

• The sales reported in this Form 4 were effected to cover tax withholding obligations in connection with the vesting of restricted stock units that were granted on May 19, 2022.
• 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

StockSavvy.ai notes that "sell to cover" transactions are common practice for executives receiving equity compensation, particularly restricted stock units (RSUs), to manage tax liabilities upon vesting. This mechanism is widely used across various industries to prevent executives from having to use personal funds to cover tax obligations on non-cash compensation.

Comparison to Industry Standards

• "Sell to cover" transactions are a standard mechanism for managing tax liabilities on vested equity compensation across publicly traded companies, including those in the medical technology and robotics sectors like Intuitive Surgical (ISRG) or Stryker (SYK), where executives frequently receive RSUs.
• The volume of shares sold (754) is relatively small, consistent with typical tax withholding requirements for RSU vesting, and does not suggest a significant divestment compared to the executive's remaining holdings.

Stakeholder Impact

• Shareholders: Minimal direct impact as it's a routine tax-related sale, not indicative of a change in company outlook by the insider. The small volume of shares sold is unlikely to significantly affect market liquidity or price.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary "sell to cover" transaction by a key executive to satisfy tax obligations on vested restricted stock units. Such transactions are common and do not typically signal a change in the executive's confidence in the company's future prospects. Given the non-discretionary nature and relatively small number of shares involved, this filing alone provides no new fundamental information to warrant a change in investment thesis. Therefore, a "hold" recommendation is appropriate, maintaining existing positions based on broader company fundamentals rather than this specific insider transaction.

Keywords

Vicarious Surgical, RBOT, Form 4, Insider Trading, Stock Sale, Sammy Khalifa, Chief Technology Officer, Restricted Stock Units, Tax Withholding, Equity Incentive Plan