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Rockwell Medical (RMTI) EVP awarded 97,500 performance-based RSUs tied to stock

(Neutral)
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

TIMMINS MEGAN C. reported acquisition or exercise transactions in this Form 4 filing.

ROCKWELL MEDICAL, INC. executive Megan C. Timmins, EVP, CLO and Secretary, received a grant of 97,500 performance-based restricted stock units (PSUs) tied to the company’s common stock. This is a compensation-related award, not an open-market stock purchase or sale.

The PSUs run for three years from the grant date and any unvested units are cancelled after the third anniversary. They can vest on or after the first anniversary only if a share-price performance hurdle is met over a 60-day trading window, using a base price of $2.14.

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Insights

Routine performance-based equity grant with challenging vesting conditions.

Megan C. Timmins received 97,500 performance-based RSUs as part of equity compensation. The award is structured over a three-year term, ending on the third anniversary of the grant date, with cancellation of any unvested units at that time.

Vesting depends on the stock meeting a performance hurdle: the average closing price over any 60 consecutive trading days during the three-year performance period must reach two times the $2.14 base price. This creates a strong pay-for-performance link, as units vest only if the share price sustains a significantly higher level.

This filing shows no open-market buying or selling, only a grant/award acquisition. The transaction leaves Timmins holding 97,500 PSUs tied to common stock, with future vesting outcomes entirely dependent on share-price performance during the specified period.

Insider TIMMINS MEGAN C.
Role EVP, CLO and Secretary
Type Security Shares Price Value
Grant/Award Performance-based restricted stock units 97,500 $0.00 $0.00
Holdings After Transaction: Performance-based restricted stock units — 97,500 shares (Direct)
Footnotes (1)
  1. F1. These are performance-based restricted stock units ("PSU") with terms as follows. The term of each PSU award runs from the grant date through the third anniversary of the grant date. Any unvested PSUs remaining after the third anniversary will be cancelled. The performance period for the award is the same three-year period. PSUs will vest on or after the first anniversary of the grant date only if the stock price meets the performance hurdle. The performance hurdle is met if the average closing price of the Company's common stock over any 60 consecutive trading days during the performance period equals two times the base price. The base price was calculated as the average closing price over the ten trading days ending on the trading day prior to the grant date and is $2.14 for this award.
Performance-based RSUs granted 97,500 units Grant to EVP, CLO and Secretary on performance-based terms
Base price for performance hurdle $2.14 per share Average closing price over ten trading days before grant date
PSU term Three years From grant date through third anniversary; unvested then cancelled
Performance measurement window 60 consecutive trading days Average closing price must meet performance hurdle during period
Underlying common shares 97,500 shares Underlying security for the granted performance-based RSUs
Performance-based restricted stock units financial
"These are performance-based restricted stock units ("PSU") with terms as follows."
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
PSU financial
"These are performance-based restricted stock units ("PSU") with terms as follows."
A PSU is a company where the government owns a controlling stake and often plays a direct role in its management and strategy. Think of it like a business that operates with public oversight, similar to a town-run utility versus a private neighborhood service. Investors watch PSUs differently because government involvement can affect profits, dividend policies, regulatory treatment and stability, so these stocks may behave more like policy instruments than pure market-driven enterprises.
performance period financial
"The performance period for the award is the same three-year period."
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
performance hurdle financial
"PSUs will vest ... only if the stock price meets the performance hurdle."
average closing price financial
"The performance hurdle is met if the average closing price of the Company's common stock over any 60 consecutive trading days..."
The average closing price is the arithmetic mean of a security’s end-of-day prices over a chosen period, found by adding each day’s closing price and dividing by the number of days. It smooths out daily ups and downs to show a typical market value—like averaging daily temperatures to understand a month’s climate—and helps investors spot trends, judge whether a stock is generally rising or falling, and make clearer buy or sell decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider transaction did RMTI report for Megan C. Timmins?

ROCKWELL MEDICAL reported a grant of 97,500 performance-based restricted stock units to EVP, CLO and Secretary Megan C. Timmins. This is an equity compensation award, not an open-market stock trade, and is tied to future stock price performance conditions over a multi-year period.

Are there any stock purchases or sales in this RMTI Form 4/A?

No open-market stock purchases or sales appear in this Form 4/A. The filing only shows a grant of 97,500 performance-based restricted stock units to an executive, which may vest later if specific share-price performance hurdles are achieved during the defined three-year period.

How many performance-based RSUs did the RMTI executive receive?

The executive received 97,500 performance-based restricted stock units linked to Rockwell Medical common stock. These units represent potential future shares, subject to vesting conditions based on sustained stock price performance over a three-year period, rather than immediate, unrestricted share ownership at grant.

What is the vesting period for the RMTI performance-based RSUs?

The PSUs have a three-year term from the grant date, with a matching three-year performance period. They may vest on or after the first anniversary only if the stock meets the specified performance hurdle; any units still unvested after the third anniversary are automatically cancelled and do not convert into shares.

What stock price hurdle applies to the RMTI performance-based RSUs?

The performance hurdle is met if the average closing price of Rockwell Medical’s common stock over any 60 consecutive trading days during the three-year performance period equals two times the $2.14 base price. Only then can the performance-based restricted stock units vest, subject to timing rules.

Does Megan C. Timmins hold these RMTI PSUs directly or indirectly?

The filing shows the 97,500 performance-based restricted stock units as directly owned. There is no indication in the data or footnotes that the award is held through a trust, LLC, or other indirect vehicle, so the position is reported as direct beneficial ownership by the executive.
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*
TIMMINS MEGAN C.

(Last)(First)(Middle)
C/O ROCKWELL MEDICAL, INC.
30142 WIXOM ROAD

(Street)
WIXOM MICHIGAN 48393

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ROCKWELL MEDICAL, INC. [ RMTI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, CLO and Secretary
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2025
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)
05/21/2025
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
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
Performance-based restricted stock units(1)05/20/2025A(1)97,500 (1)05/20/2028Common Stock97,500$097,500D
Explanation of Responses:
1. These are performance-based restricted stock units ("PSU") with terms as follows. The term of each PSU award runs from the grant date through the third anniversary of the grant date. Any unvested PSUs remaining after the third anniversary will be cancelled. The performance period for the award is the same three-year period. PSUs will vest on or after the first anniversary of the grant date only if the stock price meets the performance hurdle. The performance hurdle is met if the average closing price of the Company's common stock over any 60 consecutive trading days during the performance period equals two times the base price. The base price was calculated as the average closing price over the ten trading days ending on the trading day prior to the grant date and is $2.14 for this award.
Remarks:
This award was inadvertently omitted from the original Form 4.
/s/ Megan Timmins04/17/2026
** 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)