SideChannel (SDCH) CEO receives 53,361 RSUs and adds common shares

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

SideChannel, Inc. Chief Executive Officer Brian Wayne Haugli reported compensation-related equity activity. On March 16, 2026, he received a grant of 53,361 restricted stock units (RSUs) valued at $2.01 per unit. According to the filing, this award vests in three equal annual installments on the first business day of each March over the next three years.

The footnotes state that on March 2, 2026, 38,084 RSUs vested, with 13,372 shares of common stock withheld to cover taxes and 24,712 shares of common stock issued to him. Following these transactions and a previously effected 1-for-52 reverse stock split, he beneficially owns 1,732,114 shares of common stock and 104,554 RSUs.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Haugli Brian Wayne

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	53,361	$2.01	$107K
Tax Withholding	Restricted Stock Unit	38,084	$2.20	$84K
holding	Common Stock	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Unit — 104,554 shares (Direct); Common Stock — 1,707,402 shares (Direct)

Footnotes (1)

Represents the total amount of securities beneficially owned by the Reporting Person following the 1 for 52 reverse stock split, effective January 22, 2026. On March 2, 2026, 38,084 RSUs vested, 13,372 shares of common stock otherwise issuable pursuant to the vesting were withheld for the payment of taxes, resulting in the issuance of 24,712 shares of common stock to the Reporting Person. The closing price of the issuer's common stock on the transaction date. Represents the total amount of securities beneficially owned by the Reporting Person following the reported transactions above. Represents a 53,361 RSU award, one third of which shall vest on the first business day of each subsequent March, for the following three years.

Form 4 Insider Transactions: What Each Field Means →

03/18/2026 - 01:29 PM

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
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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^*

Haugli Brian Wayne

(Last)

(First)

(Middle)

146 MAIN STREET,

SUITE 405

(Street)

WORCESTER,

MASSACHUSETTS

01608

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SideChannel, Inc. [ SDCH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								1,707,402⁽¹⁾	D
Restricted Stock Unit								89,277⁽¹⁾	D
Restricted Stock Unit	03/02/2026		F		38,084⁽²⁾	D	$2.2⁽³⁾	51,193	D
Common Stock								1,732,114⁽⁴⁾	D
Restricted Stock Unit	03/16/2026		A		53,361⁽⁵⁾	A	$2.01⁽³⁾	104,554⁽⁴⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the total amount of securities beneficially owned by the Reporting Person following the 1 for 52 reverse stock split, effective January 22, 2026.

2. On March 2, 2026, 38,084 RSUs vested, 13,372 shares of common stock otherwise issuable pursuant to the vesting were withheld for the payment of taxes, resulting in the issuance of 24,712 shares of common stock to the Reporting Person.

3. The closing price of the issuer's common stock on the transaction date.

4. Represents the total amount of securities beneficially owned by the Reporting Person following the reported transactions above.

5. Represents a 53,361 RSU award, one third of which shall vest on the first business day of each subsequent March, for the following three years.

	/s/ Brian Wayne Haugli	03/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did SideChannel (SDCH) CEO Brian Haugli report in this Form 4?

SideChannel CEO Brian Haugli reported a new grant of 53,361 restricted stock units and the vesting of earlier RSUs. Some shares were withheld to pay taxes, and additional common shares were issued to him as part of his equity compensation.

How many RSUs were granted to the SideChannel (SDCH) CEO and how do they vest?

Brian Haugli received 53,361 restricted stock units valued at $2.01 each. One third of this RSU award vests on the first business day of each March for three years, creating a staggered vesting schedule tied to continued service.

What happened when SideChannel (SDCH) RSUs vested on March 2, 2026?

On March 2, 2026, 38,084 RSUs vested for Brian Haugli. Of the resulting shares, 13,372 were withheld to pay taxes, and 24,712 shares of common stock were issued to him, reflecting a standard equity compensation and tax-withholding process.

How many SideChannel (SDCH) shares does the CEO own after these transactions?

After the reported transactions, Brian Haugli beneficially owns 1,732,114 shares of SideChannel common stock and 104,554 restricted stock units. These holdings reflect both the recent RSU grant and the net shares issued after RSU vesting and tax withholding.

Did SideChannel (SDCH) disclose a reverse stock split affecting the CEO’s holdings?

Yes. A footnote explains that the total securities beneficially owned reflect a 1-for-52 reverse stock split effective January 22, 2026. This corporate action consolidated existing shares into fewer shares at a higher per-share price.