Answer
The press release you quoted does not provide any specific details about the vesting schedule or performance‑based conditions for the restricted‑stock‑unit (RSU) inducement grants that TELA Bio, Inc. announced on August 5 2025.
Below is a concise summary of what is (and isn’t) disclosed in the news release, followed by a brief explanation of the typical framework of Nasdaq Rule 5635(c)(4) inducement grants so you can understand what might be expected in the absence of explicit wording.
1. What the news release actually says
| Item | Information provided in the release |
|---|---|
| Grant size | 10,200 RSUs total, allocated to 14 newly‑hired employees (average ≈ 730 RSUs per employee). |
| Rule used | Granted under Nasdaq Rule 5635(c)(4) – the “inducement grant” exemption. |
| Purpose | Used as an “inducement material” to secure each individual’s acceptance of employment with TELA Bio. |
| Date of grant | Grant Date: August 5 2025. |
| Vesting schedule / performance conditions | Not mentioned. The release contains no language about when the RSUs will vest, whether vesting is time‑based, performance‑based, or a combination of both, nor any reference to cliffs, graded vesting, or acceleration provisions. |
Therefore, based solely on the information you supplied, we cannot state the exact vesting timetable or any performance criteria attached to these RSUs.
2. How Nasdaq Rule 5635(c)(4) typically works (general industry practice)
While the specific terms for TELA Bio’s grants are not disclosed, it is useful to know the usual parameters of the Nasdaq Rule 5635(c)(4) inducement‑grant exemption:
| Feature | Typical characteristics under Rule 5635(c)(4) |
|---|---|
| Eligibility | Companies listed on Nasdaq can issue RSUs (or other equity awards) to new hires without having to file a Form 4 for each grant, provided the awards meet the rule’s criteria. |
| Maximum size | The total value of the inducement grant to a single employee cannot exceed $1 million (or the fair‑value of the RSUs at the time of grant). |
| Vesting | The rule does not prescribe a mandatory vesting schedule. Companies may set a time‑based vesting (e.g., 25 % per year over four years) or a graded vesting (e.g., 20 % each year). Many issuers choose a four‑year graded vesting to align with typical retention goals. |
| Performance conditions | The rule allows performance‑based vesting but does not require it. If a company wishes to tie vesting to specific milestones (e.g., revenue targets, product‑development milestones, or regulatory approvals), those conditions must be clearly disclosed in the award agreement. In many inducement grants, companies keep the RSUs “time‑vested only” to simplify administration and avoid the need for ongoing performance monitoring. |
| Acceleration | Companies sometimes include “single‑trigger” or “double‑trigger” acceleration provisions (e.g., upon a change‑of‑control or termination without cause). Such provisions are optional and, again, would be spelled out in the individual award agreements. |
| Reporting | Even though a Form 4 is not required at grant, the company must still disclose the grant in its periodic SEC filings (e.g., Form 10‑K, Form 10‑Q, or a Form 8‑K “material event” filing) and in the proxy statement when the RSUs become exercisable/settled. |
Key takeaway: The absence of vesting or performance language in the press release does not mean the RSUs lack such terms; it simply means the company chose not to disclose those specifics in this particular announcement.
3. What you can do next
- Review TELA Bio’s SEC filings – The company will likely file a Form 8‑K (or an amendment to its proxy statement) that includes the details of the RSU grant agreements. Look for:
- The “Inducement Grant” footnote in the Notes to Consolidated Financial Statements.
- Any “Equity Compensation” section in the Management Discussion & Analysis (MD&A).
- Contact Investor Relations – If the SEC filings still do not contain the granular vesting schedule, you can request a copy of the award agreements from TELA Bio’s IR team. Companies often provide a “summary of key terms” for analysts.
- Monitor future disclosures – When the RSUs begin to vest (e.g., in the next 12‑48 months), the company will have to disclose the vesting activity in its quarterly reports, which will reveal the exact schedule.
4. Bottom‑line answer
- Vesting schedule: Not disclosed in the August 8 2025 GlobeNewswire release.
- Performance conditions: Not disclosed in the same release; the RSUs could be purely time‑vested, could have performance triggers, or could include acceleration provisions, but we have no concrete information from the announcement itself.
If you need the precise terms, the next best source is TELA Bio’s upcoming SEC filings (Form 8‑K, 10‑K, 10‑Q) or a direct request to the company’s investor‑relations department.