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T Stamp (IDAI) CTO boosts holdings as RSUs vest and shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

T Stamp Inc Chief Technology Officer Francis Andrew Scott exercised restricted stock units that vested into shares of Class A common stock and used a portion of those shares to cover taxes. On 2026-04-06, RSU vesting resulted in 10,025 and 64,187 shares of Class A common stock being issued. The company withheld 1,503 and 9,628 shares, valued at $2.60 per share, to satisfy tax withholding requirements. Following these compensation-related transactions, Scott directly held 77,073 shares of Class A common stock. Each restricted stock unit represented a contingent right to receive one share of common stock upon vesting.

Positive

  • None.

Negative

  • None.
Insider Francis Andrew Scott
Role Chief Technology Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 10,025 $0.00 --
Exercise Restricted Stock Units 64,187 $0.00 --
Exercise Class A Common Stock, par value $0.01 per share 10,025 $0.00 --
Tax Withholding Class A Common Stock, par value $0.01 per share 1,503 $2.60 $4K
Exercise Class A Common Stock, par value $0.01 per share 64,187 $0.00 --
Tax Withholding Class A Common Stock, par value $0.01 per share 9,628 $2.60 $25K
Holdings After Transaction: Restricted Stock Units — 115,029 shares (Direct); Class A Common Stock, par value $0.01 per share — 24,017 shares (Direct)
Footnotes (1)
  1. Represents the number of shares of Class A Common Stock issued upon the vesting of restricted stock units ("RSUs") Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting. EACH RESTRICTED STOCK UNIT ("RSU") REPRESENTS A CONTINGENT RIGHT TO RECEIVE ONE SHARE OF COMMON STOCK UPON VESTING OF THE "RSU".
RSU vesting tranche 1 10,025 shares Class A common stock issued from RSU vesting on 2026-04-06
RSU vesting tranche 2 64,187 shares Class A common stock issued from RSU vesting on 2026-04-06
Tax withholding batch 1 1,503 shares at $2.60 Shares withheld to satisfy tax obligations
Tax withholding batch 2 9,628 shares at $2.60 Additional shares withheld for tax requirements
Post-transaction holdings 77,073 shares Direct Class A common stock held after transactions
Total derivative exercises 74,212 shares ExerciseShares from transaction summary for RSU exercises
Total tax-withheld shares 11,131 shares TaxWithholdingShares from transaction summary
Restricted Stock Units financial
"Represents the number of shares of Class A Common Stock issued upon the vesting of restricted stock units ("RSUs")"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding requirements financial
"withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting"
contingent right financial
"EACH RESTRICTED STOCK UNIT ("RSU") REPRESENTS A CONTINGENT RIGHT TO RECEIVE ONE SHARE OF COMMON STOCK"
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
Payment of exercise price or tax liability by delivering securities financial
"transaction_code_description": "Payment of exercise price or tax liability by delivering securities""
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Francis Andrew Scott

(Last)(First)(Middle)
26, GIZIMIN
TRIQ IL-PREKURSUR, MADLIENA

(Street)
SWIEQISWQ1164

(City)(State)(Zip)

MALTA

(Country)
2. Issuer Name and Ticker or Trading Symbol
T Stamp Inc [ IDAI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Technology Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock, par value $0.01 per share04/06/2026M10,025(1)A$024,017D
Class A Common Stock, par value $0.01 per share04/06/2026F1,503(2)D$2.622,514D
Class A Common Stock, par value $0.01 per share04/06/2026M64,187(1)A$086,701D
Class A Common Stock, par value $0.01 per share04/06/2026F9,628(2)D$2.677,073D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0(3)04/06/2026M10,02501/02/202603/03/2026Class A Common Stock, par value $0.01 per share10,025$0115,029D
Restricted Stock Units$0(3)04/06/2026M64,18701/02/202603/03/2026Class A Common Stock, par value $0.01 per share64,187$050,842D
Explanation of Responses:
1. Represents the number of shares of Class A Common Stock issued upon the vesting of restricted stock units ("RSUs")
2. Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting.
3. EACH RESTRICTED STOCK UNIT ("RSU") REPRESENTS A CONTINGENT RIGHT TO RECEIVE ONE SHARE OF COMMON STOCK UPON VESTING OF THE "RSU".
Remarks:
/s/ Lance Wilson on behalf of Andrew Scott Francis through the Limited Power of Attorney dated 11/07/202404/08/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did T Stamp (IDAI) CTO Francis Andrew Scott report in this Form 4?

Francis Andrew Scott reported RSU vesting that converted into Class A common stock, plus share withholding for taxes. These transactions are compensation-related derivative exercises, not open-market purchases or sales, and increased his direct common stock holdings after tax obligations were settled in shares.

How many T Stamp (IDAI) shares vested from RSUs for the CTO?

Two RSU tranches vested into 10,025 and 64,187 shares of Class A common stock. Each restricted stock unit represented a contingent right to receive one share upon vesting, so the vesting directly translated into newly issued common shares for the executive.

How many T Stamp (IDAI) shares were withheld to cover the CTO’s taxes?

The company withheld 1,503 and 9,628 shares of Class A common stock to satisfy tax withholding requirements, at a price of $2.60 per share. These F-code dispositions reflect tax payments in stock rather than open-market sales by the executive.

What are Francis Andrew Scott’s T Stamp (IDAI) holdings after these transactions?

After the RSU vesting and tax-withholding share transfers, Francis Andrew Scott directly held 77,073 shares of T Stamp Class A common stock. This figure reflects his post-transaction position as reported, combining prior holdings with new shares issued and those withheld for taxes.

Does this T Stamp (IDAI) Form 4 show open-market buying or selling by the CTO?

No open-market buying or selling is shown. The Form 4 reflects RSU exercises coded “M” and tax-withholding dispositions coded “F.” These are routine compensation and tax events, not discretionary market trades initiated to buy or sell shares on an exchange.