03/05/2026 | Press release | Distributed by Public on 03/05/2026 16:09
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (6) | 03/03/2026 | A | 48,367 | (7) | (7) | Common Stock | 48,367 | $ 0 | 48,367 | D | ||||
| Restricted Stock Units | (6) | 03/04/2026 | M | 12,186 | (8) | (8) | Common Stock | 12,186 | $ 0 | 24,372 | D | ||||
| Restricted Stock Units | (6) | 03/04/2026 | M | 11,960 | (9) | (9) | Common Stock | 11,960 | $ 0 | 35,878 | D | ||||
| Stock option (right to buy) | $3.38 | 03/04/2026 | M | 3,800 | (10) | 03/12/2029 | Common Stock | 3,800 | $ 0 | 14,912 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Stokes Frank C/O CASTLE BIOSCIENCES, INC. 1500 W. PARKWOOD AVE SUITE 400 FRIENDSWOOD, TX 77546 |
Chief Financial Officer | |||
| /s/ Frank Stokes, Attorney-in-fact | 03/05/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The transaction on this Form 4 was made pursuant to a Rule 10b5-1 plan adopted by Frank Stokes on November 13, 2025. |
| (2) | This transaction was executed in multiple trades at prices ranging from $26.70 to $27.67, inclusive. The price reported above reflects the weighted-average sale price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| (3) | Includes 1,033 shares acquired on February 27, 2026, under the Issuer's employee stock purchase plan. |
| (4) | This transaction was executed in multiple trades at prices ranging from $27.72 to $27.97, inclusive. The price reported above reflects the weighted-average sale price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| (5) | Reflects the withholding of shares of the Issuer's common stock to satisfy tax withholding obligations in connection with the delivery of vested performance stock units reported on January 12, 2026. |
| (6) | Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Common Stock. |
| (7) | The RSU's vest in four equal annual installments beginning on March 03, 2027. |
| (8) | On March 4, 2024, the Reporting Person was granted 48,744 RSUs which vest in four equal installments beginning on March 4, 2025. |
| (9) | On March 4, 2025, the Reporting Person was granted 47,838 RSUs which vest in four equal installments beginning on March 4, 2026. |
| (10) | The shares subject to the option are fully vested. |