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OSS (OSS) CPO James Ison details RSU grant, tax forfeits and gifts

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(Neutral)
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Form Type
4

Rhea-AI Filing Summary

ONE STOP SYSTEMS, INC. chief product officer James Ison reported a mix of equity awards, tax withholdings, and gifts involving company common stock. On February 7, 2026, he received a grant of 34,313 restricted stock units under the 2017 Equity Incentive Plan, tied to his ongoing executive service.

That same day, he forfeited 6,546 shares at $9.24 per share to cover tax withholdings upon conversion of vested restricted stock units, and made bona fide gifts of 8,213 shares directly and 8,213 shares to a revocable family trust where he serves as trustee. On February 15, 2026, he forfeited an additional 3,120 shares at $8.70 per share for tax withholdings and gifted 4,263 shares directly and 4,263 shares to the same trust.

After these transactions, he continued to hold OSS common stock both directly and indirectly through the trust, and footnotes state that 125,934 unvested restricted stock units remain subject to vesting conditions.

Positive

  • None.

Negative

  • None.
Insider Ison James
Role CPO
Type Security Shares Price Value
Tax Withholding Common Stock 3,120 $8.70 $27K
Gift Common Stock 4,263 $0.00 --
Gift Common Stock 4,263 $0.00 --
Grant/Award Common Stock 34,313 $0.00 --
Tax Withholding Common Stock 6,546 $9.24 $60K
Gift Common Stock 8,213 $0.00 --
Gift Common Stock 8,213 $0.00 --
Holdings After Transaction: Common Stock — 146,170 shares (Direct); Common Stock — 231,148 shares (Indirect, By Trust)
Footnotes (1)
  1. Represents 34,313 restricted stock units granted to the Reporting Person under the Company's 2017 Equity Incentive Plan (the "Plan") in connection with the Reporting Person's ongoing service of the executive management team. Includes 148,076 unvested restriced stock units held by the Reporting Person, all of which remain subject to certain vesting conditions. The Reporting Person forfeited 6,546 shares of common stock upon conversion of 14,759 vested and outstanding restricted stock units into shares of common stock to cover tax withholdings, using the market price of the Issuer's common stock at the time of forfeiture. These restricted stock units were part of the grant reported in Table I of the Form 4 filed by the Reporting Person with the Securities and Exchange Commission on February 7, 2025. Includes 133,317 unvested restricted stock units held by the Reporting Person, all of which remain subject to certain vesting conditions. On February 7, 2026 the Reporting Person transferred 8,213 shares of common stock to the James J. Ison Jr. & Sha-Marie A Ison TR UA 06 04 2020 James J. Ison Jr. & Shah-Marie A Ison Inter Vivos Revocable Trust (the "Trust"), of which the Reporting Person is trustee. The Reporting Person and members of his immediate family are the sole beneficiaries of the Trust. These shares are owned directly by the Trust, and indirectly by James Ison as trustee of the Trust. The Reporting Person forfeited 3,120 shares of common stock upon conversion of 7,383 vested and outstanding restricted stock units into shares of common stock to cover tax withholdings, using the market price of the Issuer's common stock at the time of forfeiture. These restricted stock units were part of the grant reported in Table I of the Form 4 filed by the Reporting Person with the Securities and Exchange Commission on July 1, 2024. Includes 125,934 unvested restricted stock units held by the Reporting Person, all of which remain subject to certain vesting conditions. On February 15, 2026 the Reporting Person transferred 4,263 shares of common stock to the James J. Ison Jr. & Sha-Marie A Ison TR UA 06 04 2020 James J. Ison Jr. & Shah-Marie A Ison Inter Vivos Revocable Trust (the "Trust"), of which the Reporting Person is trustee. The Reporting Person and members of his immediate family are the sole beneficiaries of the Trust.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED 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*
Ison James
(Last) (First) (Middle)
2235 ENTERPRISE STREET #110
(Street)
ESCONDIDO CA 92029
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ONE STOP SYSTEMS, INC. [ OSS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CPO
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 02/07/2026 A 34,313(1) A $0 155,836(2) D
Common Stock 02/07/2026 F 6,546(3) D $9.24 149,290(4) D
Common Stock 02/07/2026 G 8,213(5) D $0 141,077(4) D
Common Stock 02/07/2026 G 8,213 A $0 226,885 I By Trust(6)
Common Stock 02/15/2026 F 3,120(7) D $8.7 146,170(8) D
Common Stock 02/15/2026 G 4,263(9) D $0 141,907(8) D
Common Stock 02/15/2026 G 4,263 A $0 231,148 I By Trust(6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents 34,313 restricted stock units granted to the Reporting Person under the Company's 2017 Equity Incentive Plan (the "Plan") in connection with the Reporting Person's ongoing service of the executive management team.
2. Includes 148,076 unvested restriced stock units held by the Reporting Person, all of which remain subject to certain vesting conditions.
3. The Reporting Person forfeited 6,546 shares of common stock upon conversion of 14,759 vested and outstanding restricted stock units into shares of common stock to cover tax withholdings, using the market price of the Issuer's common stock at the time of forfeiture. These restricted stock units were part of the grant reported in Table I of the Form 4 filed by the Reporting Person with the Securities and Exchange Commission on February 7, 2025.
4. Includes 133,317 unvested restricted stock units held by the Reporting Person, all of which remain subject to certain vesting conditions.
5. On February 7, 2026 the Reporting Person transferred 8,213 shares of common stock to the James J. Ison Jr. & Sha-Marie A Ison TR UA 06 04 2020 James J. Ison Jr. & Shah-Marie A Ison Inter Vivos Revocable Trust (the "Trust"), of which the Reporting Person is trustee. The Reporting Person and members of his immediate family are the sole beneficiaries of the Trust.
6. These shares are owned directly by the Trust, and indirectly by James Ison as trustee of the Trust.
7. The Reporting Person forfeited 3,120 shares of common stock upon conversion of 7,383 vested and outstanding restricted stock units into shares of common stock to cover tax withholdings, using the market price of the Issuer's common stock at the time of forfeiture. These restricted stock units were part of the grant reported in Table I of the Form 4 filed by the Reporting Person with the Securities and Exchange Commission on July 1, 2024.
8. Includes 125,934 unvested restricted stock units held by the Reporting Person, all of which remain subject to certain vesting conditions.
9. On February 15, 2026 the Reporting Person transferred 4,263 shares of common stock to the James J. Ison Jr. & Sha-Marie A Ison TR UA 06 04 2020 James J. Ison Jr. & Shah-Marie A Ison Inter Vivos Revocable Trust (the "Trust"), of which the Reporting Person is trustee. The Reporting Person and members of his immediate family are the sole beneficiaries of the Trust.
/s/ James Ison 02/24/2026
** Signature of Reporting Person Date
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did OSS CPO James Ison report on this Form 4?

James Ison reported equity awards, tax withholdings, and gifts of OSS common stock. The filing shows a grant of restricted stock units, share forfeitures to cover tax liabilities, and bona fide gifts of shares made both directly and through a family trust.

How many OSS restricted stock units were granted to James Ison in February 2026?

He received 34,313 restricted stock units on February 7, 2026. These units were granted under the 2017 Equity Incentive Plan in connection with his ongoing executive management service and are subject to vesting conditions before converting into OSS common shares.

Were any OSS shares sold by James Ison in the open market in this Form 4?

The Form 4 does not report any open-market sales. Dispositions are classified as tax-withholding forfeitures and bona fide gifts, including transfers to a revocable family trust where Ison is trustee and his immediate family are the beneficiaries.

What OSS share amounts did James Ison forfeit for tax withholding purposes?

He forfeited 6,546 shares at $9.24 and 3,120 shares at $8.70 per share. These forfeitures covered tax liabilities arising from the conversion of previously granted vested restricted stock units into OSS common shares.

How many OSS shares were gifted to the Ison family trust according to the filing?

The filing reports gifts of 8,213 shares and 4,263 shares to the family trust. The trust is revocable, with James Ison as trustee and his immediate family as sole beneficiaries, resulting in indirect ownership reported for these transferred shares.

How many unvested OSS restricted stock units does James Ison still hold?

Footnotes state that 125,934 unvested restricted stock units remain outstanding. All of these RSUs are still subject to vesting conditions before they can convert into OSS common stock and become fully owned shares.