Chief Innovation Officer Feuardent Moreira Andreas exercised 440 units of Class B Shares at a strike of $3.14 and covered exercise/tax liability with 139 units of Class B Shares (SEC Form 4) (for withholding tax)
$WKEY
EDP Services
Technology
| 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 |
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| 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*
(Street)
(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)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/08/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||||||||||||||
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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 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) | ||