Reading Notes on 'Understanding Equity Tax Optimization in One Book' — Entry 43 by SUNNY

Reading Notes on 'Understanding Equity Tax Optimization in One Book' — Entry 42 by SUNNY — Zhihu (zhihu.com) Hello everyone, I’m SUNNY. In this edition, we continue exploring scenarios that trigger the competent tax authority to ‘determine taxable income’ due to ‘obviously low’ transfer prices. Pursuant to tax law, any of the following circumstances shall be deemed as an ‘obviously low’ equity transfer price: (1) The declared equity transfer income is lower than the transferee’s share of net assets corresponding to the equity. (2) The declared equity transfer income is lower than the initial investment cost. (3) The declared equity transfer income is lower than the purchase price and related taxes and fees paid to acquire the equity. (4) The declared equity transfer income is lower than the transfer income realized by the same shareholder in the same enterprise under identical or similar conditions. (5) The declared equity transfer income is lower than the transfer income realized by other shareholders in the same enterprise under identical or similar conditions. (6) The declared equity transfer income is lower than the equity transfer income realized by enterprises in the same or similar industries under identical or similar conditions. (7) Gratuitous transfer of equity or shares lacking reasonable commercial justification. (8) Other circumstances determined by the competent tax authority. Special emphasis must be placed on scenario (1) — where the declared equity transfer income is lower than the net asset value attributable to the equity. If the investee enterprise holds ‘core assets’ — including land-use rights, real estate, unsold properties held by real estate enterprises, intellectual property rights, exploration rights, mining rights, or equity interests — and such assets account for more than 20% of the enterprise’s total assets, the tax authority may require the transferor to submit an asset appraisal report. The fair market value of the net assets attributable to the equity will then be determined based on the appraisal results.

Directors and executives of foreign private issuers will no longer be exempt from insider reporting obligations under Section 16(a) of the U.S. Securities Exchange Act.

Form 3 / Form 4 / Form 5 — Summary Form 3: Used to report initial beneficial ownership of equity securities (and their derivatives) of the issuer. Form 4: Used to report changes in beneficial ownership of equity securities (and their derivatives) of the issuer. Form 5: Used to report annual changes in beneficial ownership of equity securities (and their derivatives) of the issuer. Reporting Persons: Insiders under Section 16 — including officers and directors of foreign private issuers; and officers, directors, and shareholders holding more than 10% of the equity of domestic U.S. issuers. Reporting Events: • Upon becoming a Section 16 insider, a person must file a blank Form 3 even if they hold no equity securities (or derivatives) of the issuer at that time — i.e., even if they have no beneficial ownership to report. Examples of reportable transactions include: – Purchase or sale of equity or derivative securities, or securities of any registered closed-end fund (whether publicly traded or privately placed), excluding short-term promissory notes; – Receipt of equity-based compensation (including stock options, restricted stock, time-based restricted stock units (RSUs), and performance-based RSUs that vest upon increases in the issuer’s stock price); – Exercise of stock options; – Vesting and/or settlement of restricted stock or RSUs (in certain circumstances); – Sale or withholding of shares to satisfy tax liabilities arising from equity compensation awards; – Exercise or conversion of other derivative securities; – Certain transfers to or from trusts or other entities; – Transactions in partnership shares conducted by partnerships controlled by and of which the reporting person is a member; – Dispositions by gift, including charitable donations of the issuer’s equity securities, as well as certain tax- and estate-planning-related transfers. ‘Catch-all’ reporting on Form 5: – All transactions occurring during the prior fiscal year that are expressly permitted to be reported on Form 5; or – Transactions that should have been reported on Form 3 or Form 4 but were not (i.e., late filings). – For the first-time filing of Form 5 only: Any transactions that should have been reported during the past two fiscal years but were not. Mandatory reporting on Form 5: – Inheritances and other testamentary transfers; – Gifts received (which may include certain transfers related to tax and estate planning). No Form 5 filing is required if: (i) there has been no change in ownership, or (ii) all reportable transactions have already been disclosed on Form 4. Filing Deadlines: – If the issuer is already subject to reporting obligations: within 10 days after the triggering event occurs. – If the issuer is registering securities for the first time under the Securities Exchange Act: no later than the effective date of registration (typically the IPO pricing date), by 10:00 p.m. Eastern Time. – Within two business days after any direct or indirect change in the ‘economic interest’ in the issuer’s equity securities held by the reporting person — by 10:00 p.m. Eastern Time — except in limited circumstances. – Within 45 days after the end of the issuer’s fiscal year.

Oil-Dri Corp VP Aaron Christiansen Withholds Shares for Tax Liability

Oct 21, 2026

Oil-Dri Corporation of America VP Aaron Christiansen had 8,811 common shares withheld on October 19, 2026, to cover tax liabilities from restricted stock vesting at $70.49 per share.

Stock Titan

2026-03-25

Oil Dri declares $0.205 dividend

2026-03-25

Oil-Dri Q1 Earnings Decline Year-Over-Year Amid Tough Comparison Pressures

2026-04-03

Oil-Dri Updates Deferred Compensation Plan and Restricted Stock Agreements

2026-04-03

Oil-Dri Corporation of America Insiders Dispose Stock Amid Bearish Signals

2026-04-04

Oil-Dri Corporation Share Price Crosses Above 200-Day Moving Average