McClain Sean 4/A

4/A · Absci Corp · Filed Mar 16, 2026

AI-generated summary of this filing

Updated Mar 16, 2026

Absci (ABSI) CEO Sean McClain Receives Awards; Withholds Shares

What Happened

Sean McClain, CEO of Absci Corporation (ABSI), received equity awards on 2026-03-02: 406,200 restricted stock units (RSUs) and a derivative award covering 1,603,200 shares (stock option grant). Both grants are shown at $0.00 per share (award grants).
On 2026-03-03, 25,316 shares were disposed (withheld) at $2.80 per share to cover tax withholding, totaling $70,885. The filing notes the withholding was done by the issuer to cover taxes and was not a discretionary sale by McClain.
The Form 4 was amended (filed 2026-03-16) to correct the option expiration date to March 1, 2036; the amendment says the original Form 4 was filed on March 4, 2026. The transaction was reported as exempt under Rule 16b-3.

Key Details

Transaction dates and prices:
- 2026-03-02: Grant of 406,200 RSUs @ $0.00 (award)
- 2026-03-02: Grant of option/derivative covering 1,603,200 shares @ $0.00 (award)
- 2026-03-03: 25,316 shares withheld @ $2.80 for tax withholding — $70,885 total
Vesting / exercise notes:
- RSUs: vest in three substantially equal annual installments, first vesting on March 1, 2027 (footnote F1).
- Option: vests over three years in substantially equal annual installments, first vesting on March 1, 2027; corrected expiration date is March 1, 2036 (footnote F3).
Withholding: The 25,316-share disposition was a company withholding to satisfy taxes on vested awards, not a discretionary sale by the insider (footnote F2).
Shares owned after transaction: not specified in the provided excerpt.
Filing timing: Original Form 4 was filed March 4, 2026; this is an amended Form 4 filed March 16, 2026 to correct the option expiration date.

Context

These transactions are compensation-related awards (RSUs and an option grant), not open-market purchases or strategic sales. Awards are common executive compensation and do not by themselves indicate a buy/sell signal.
The tax-withholding was executed by the company (typical in RSU vesting situations) and should not be interpreted as an independent insider sale decision.
For the option award: shares will only become exercisable as they vest per the stated schedule; expiration now set to March 1, 2036.

Form 4/AAmended

Period: 2026-03-02

DirectorChief Executive Officer

Transactions

Award
Common Stock
[F1]
2026-03-02+406,200→ 8,740,767 total
Tax Payment
Common Stock
[F2]
2026-03-03$2.80/sh−25,316$70,885→ 8,715,451 total
Award
Stock Option (right to buy)
[F3]
2026-03-02+1,603,200→ 1,603,200 total
Exercise: $2.80Exp: 2036-03-01→ Common Stock (1,603,200 underlying)

Footnotes (3)

[F1]The shares reported in this transaction represent Restricted Stock Units ("RSUs") issued under the Absci Corporation 2021 Stock Option and Incentive Plan. The RSUs shall vest and be settled in three substantially equal annual installments with the first such annual installment vesting on March 1, 2027, subject to the Reporting Person's continuous service to the Issuer on each such date.
[F2]Amount reported represents the number of shares withheld by the Issuer to cover the tax withholding obligation in connection with the vesting of these restricted stock units and does not represent a discretionary trade by the reporting person.
[F3]The shares subject to this option shall vest and become exercisable over a three year period, in substantially equal annual installments with the first such installment vesting on March 1, 2027, subject to the Reporting Person's continuous service to the Issuer on each such date.

Signature

/s/ Shelby Walker, attorney-in-fact|2026-03-16

1 file