FRATES JONATHAN 4

What Happened

• Jonathan Frates, Chief Financial Officer of SandRidge Energy (SD), reported vesting/settlement and the exercise/conversion of equity awards on March 12, 2026. He received 6,119 shares from award/vesting and 4,079 shares from exercise/conversion (total acquired = 10,198 shares). To satisfy tax and/or exercise obligations, a total of 3,609 shares were withheld/surrendered at $16.75 per share (value $60,451). An additional 4,079 shares were reported as a derivative disposition with $0 cash proceeds (net-settlement treatment). Net result: a gain of 2,510 shares (10,198 acquired minus 7,688 shares surrendered/disposed).

Key Details

• Transaction date: March 12, 2026; Form 4 filed March 16, 2026 (appears later than the typical 2-business-day Form 4 deadline).
• Specifics:
  • Exercise/conversion (M): 4,079 shares acquired.
  • Grant/award (A): 6,119 shares acquired (vesting/settlement of PSUs).
  • Tax/exercise withholding (F): 1,544 shares withheld at $16.75 = $25,862.
  • Tax/exercise withholding (F): 2,065 shares withheld at $16.75 = $34,589.
  • Derivative disposition (M): 4,079 shares reported disposed at $0 (likely net-settlement conversion).
• Shares owned after the transaction: Not reported in the filing.
• Footnotes of note:
  • F1: Each restricted stock unit (RSU) equals a contingent right to one share.
  • F2: The award represents vesting/settlement of Performance Share Units granted on March 12, 2025 under the 2016 Omnibus Incentive Plan.
  • F3: RSUs vest in three equal annual installments (one-third per year).
• Filing timeliness: Filed 4 days after the transaction date; appears late relative to the usual 2-business-day Form 4 rule.

Context

• This was largely an award/vesting and exercise event rather than an open-market purchase or sale for cash. The withheld/surrendered shares were used to cover tax and/or exercise-price obligations (common practice, not necessarily a bearish signal).
• The reported $0 proceeds on the 4,079-share derivative disposition likely reflect a net-settlement or conversion mechanism rather than a public sale.
• For retail investors: award vestings increase insider exposure to company stock (here net +2,510 shares). The withholding of shares to cover taxes is routine and does not by itself indicate intent to sell holdings in the open market.