Wisekey (NASDAQ: WKEY) insider exercises employee options and uses shares for tax withholding

Rhea-AI Filing Summary

Wisekey International Holding S.A. insider Andreas Feuardent Moreira reported routine equity compensation activity involving Class B Shares held indirectly through his wife. On June 8, 2026, an employee stock option for 440 Class B Shares was exercised at an effective price of about $3.14 per share.

In connection with this exercise, 139 Class B Shares were disposed of as a tax-withholding payment at an effective price of about $10.51 per share, reflecting a tax-offset structure rather than an open-market sale. Following these transactions, 301 Class B Shares are reported as indirectly owned through his wife, and the related option position is fully exercised.

Insights

Equity compensation analyst

Routine option exercise with tax withholding; no open-market trading.

The filing shows Chief Innovation Officer Andreas Feuardent Moreira exercising an employee stock option for 440 Class B Shares at an effective exercise price of about $3.14 per share, with indirect ownership reported "By wife."

To cover tax obligations, 139 Class B Shares were disposed of via a tax-withholding mechanism at an effective price of about $10.51 per share. This F-code event is not an open-market sale and mainly reflects the tax impact of the option exercise.

After the transactions on June 8, 2026, the option position tied to these 440 shares is fully exercised, and 301 Class B Shares remain indirectly held. With no remaining derivatives shown and no open-market buying or selling, this appears as standard compensation-driven activity.

Insider Trade Summary

440 shares exercised/converted

Mixed 3 txns

Insider Feuardent Moreira Andreas

Role Chief Innovation Officer

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option Plan (right to buy)	440	$0.00	--
Exercise	Class B Shares	440	$3.14	$1K
Tax Withholding	Class B Shares	139	$10.51	$1K

Holdings After Transaction: Employee Stock Option Plan (right to buy) — 0 shares (Indirect, By wife); Class B Shares — 440 shares (Indirect, By wife)

Footnotes (1)

1. The exercise price of CHF 2.50 per share has been converted to U.S. dollars using the noon buying rate for the Swiss franc as published by the Federal Reserve Board in its H.10 weekly release. The exchange rate used was 0.7955 Swiss francs per U.S. dollar, as reported on June 5, 2026, which is the most recent rate published by the Federal Reserve prior to the transaction date of June 8, 2026. Based on this rate, the exercise price is approximately $3.14 per share. The exercise price of CHF 8.36 per share has been converted to U.S. dollars using the noon buying rate for the Swiss franc as published by the Federal Reserve Board in its H.10 weekly release. The exchange rate used was 0.7955 Swiss francs per U.S. dollar, as reported on June 5, 2026, which is the most recent rate published by the Federal Reserve prior to the transaction date of June 8, 2026. Based on this rate, the exercise price is approximately $10.51 per share. The accompanying tax-offset right, which was granted in tandem with the option, entitles the reporting person to receive, upon exercise of the option, a cash payment equal to the tax withholding incurred in connection with the exercise, including tax withholding incurred on the tax-offset payment.

Key Figures

Option exercise shares: 440 Class B Shares Exercise price: $3.14 per share Tax-withholding shares: 139 Class B Shares +2 more

5 metrics

Option exercise shares 440 Class B Shares Employee stock option exercised on June 8, 2026

Exercise price $3.14 per share Approximate, based on CHF 2.50 and 0.7955 CHF/USD rate

Tax-withholding shares 139 Class B Shares Disposed to cover tax liability on June 8, 2026

Tax-related price reference $10.51 per share Approximate, from CHF 8.36 using 0.7955 CHF/USD

Indirect holdings after transactions 301 Class B Shares Indirectly owned "By wife" following June 8, 2026 activity

Key Terms

tax-withholding disposition, derivative exercise/conversion, Employee Stock Option Plan (right to buy), tax-offset right, +1 more

5 terms

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"Exercise or conversion of derivative security"

Employee Stock Option Plan (right to buy) financial

"Employee Stock Option Plan (right to buy)"

tax-offset right financial

"The accompanying tax-offset right, which was granted in tandem with the option"

noon buying rate financial

"using the noon buying rate for the Swiss franc as published"

The noon buying rate is the official foreign-exchange price published around midday that shows how much domestic currency a central bank or major financial authority will pay to buy one unit of a foreign currency. Investors use it as a standardized reference for valuing overseas assets, settling cross-border transactions, and marking portfolios to market—like a daily sticker price at a store that everyone accepts when comparing or exchanging goods across currencies.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/16/2026 - 04:15 PM Accepted by SEC EDGAR 06/16/2026 - 04:15 PM Learn about SEC filing dates

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^*

Feuardent Moreira Andreas

(Last) (First) (Middle)

C/O WISEKEY INTERNATIONAL HOLDING S.A.

AVENUE LOUIS-CASAI 58

(Street)

COINTRIN 1216

(City) (State) (Zip)

SWITZERLAND

(Country)

2. Issuer Name and Ticker or Trading Symbol
Wisekey International Holding S.A. [ WKEY ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class B Shares	06/08/2026		M		440	A	$3.14(1)	440	I	By wife
Class B Shares	06/08/2026		F		139	D	$10.51(2)	301	I	By wife

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
Employee Stock Option Plan (right to buy)(3)	$3.14(1)	06/08/2026		M		440		09/27/2019	09/26/2026	Class B Shares	440	$0	0	I	By wife

Explanation of Responses:

1. The exercise price of CHF 2.50 per share has been converted to U.S. dollars using the noon buying rate for the Swiss franc as published by the Federal Reserve Board in its H.10 weekly release. The exchange rate used was 0.7955 Swiss francs per U.S. dollar, as reported on June 5, 2026, which is the most recent rate published by the Federal Reserve prior to the transaction date of June 8, 2026. Based on this rate, the exercise price is approximately $3.14 per share.

2. The exercise price of CHF 8.36 per share has been converted to U.S. dollars using the noon buying rate for the Swiss franc as published by the Federal Reserve Board in its H.10 weekly release. The exchange rate used was 0.7955 Swiss francs per U.S. dollar, as reported on June 5, 2026, which is the most recent rate published by the Federal Reserve prior to the transaction date of June 8, 2026. Based on this rate, the exercise price is approximately $10.51 per share.

3. The accompanying tax-offset right, which was granted in tandem with the option, entitles the reporting person to receive, upon exercise of the option, a cash payment equal to the tax withholding incurred in connection with the exercise, including tax withholding incurred on the tax-offset payment.

	/s/ John O'Hara, Attorney-in-Fact	06/16/2026
	** 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)

FAQ

What insider transactions did WISEKEY (WKEY) report for Andreas Feuardent Moreira?

Andreas Feuardent Moreira reported exercising an employee stock option for 440 Class B Shares and a related tax-withholding disposition of 139 Class B Shares. These holdings are reported as indirect ownership through his wife, reflecting compensation-related activity rather than open-market trading.

Were the WKEY insider transactions open-market buys or sells?

The transactions were not open-market buys or sells. They involved exercising an employee stock option (code M) for 440 Class B Shares and a tax-withholding disposition (code F) of 139 shares to cover tax obligations related to the exercise, using a tax-offset structure.

How many WISEKEY Class B Shares does Andreas Feuardent Moreira report owning after these transactions?

Following the June 8, 2026 activity, the filing shows 301 Class B Shares indirectly owned "By wife." This reflects the net position after exercising options for 440 shares and disposing of 139 shares for tax withholding through the compensation-related tax-offset mechanism.

What was the effective exercise price for the WKEY employee stock option in this filing?

The employee stock option had an exercise price of CHF 2.50 per share, converted using a 0.7955 CHF/USD rate to approximately $3.14 per share. This conversion uses the Federal Reserve’s June 5, 2026 noon buying rate referenced in the filing’s footnotes.

At what effective price were WISEKEY shares used for the tax-withholding disposition?

The tax-withholding disposition reflects an exercise price of CHF 8.36 per share, converted with the same 0.7955 CHF/USD rate to approximately $10.51 per share. This price underlies the 139 Class B Shares delivered to satisfy tax obligations through the accompanying tax-offset right.

What is the tax-offset right mentioned in the WKEY Form 4 footnotes?

The tax-offset right was granted in tandem with the employee stock option and provides a cash payment equal to tax withholding incurred upon exercise, including taxes on the tax-offset payment itself. This structure explains why some shares were disposed of for tax purposes instead of open-market sale.