Norrod Forrest Eugene 4

What Happened

• Norrod Forrest Eugene (EVP & GM DESG) had restricted stock units (RSUs) and performance-based RSUs (PRSUs) convert into 76,966 shares on Feb 15, 2026 (10,996 + 65,970). Of those, 30,287 shares were withheld to satisfy tax withholding obligations at an indicated price of $207.32 per share, generating proceeds of $6,279,101. After withholding, Norrod received a net ~46,679 shares. The conversions are reported as derivative exercises (code M) and the withholding as a tax payment (code F).

Key Details

• Transaction date (period of report): 2026-02-15; Form 4 filed: 2026-02-18.
• Converted shares: 76,966 total (10,996 and 65,970) recorded at $0.00 per share (RSU/PRSU conversion).
• Shares withheld for taxes: 30,287 @ $207.32 = $6,279,101 (reported as disposition to cover tax obligations).
• Net shares delivered to insider: ~46,679 (76,966 issued minus 30,287 withheld).
• Shares owned after transaction: not disclosed in this filing.
• Relevant footnotes: withholding election used to satisfy tax obligations on vested RSUs/PRSUs; RSUs vest 1/3 on Feb 15 of 2024, 2025 and 2026; PRSUs reflect settlement of awards granted Feb 15, 2023.

Context

• This was not an open‑market sale or purchase: it was the vesting/conversion of company equity awards and a cashless-type withholding to cover taxes (routine for vested awards).
• Transaction codes: M = conversion/exercise of a derivative (RSU/PRSU vesting), F = shares withheld for tax payment.
• Such withholding transactions are common when equity awards vest and do not necessarily indicate a deliberate buy/sell decision by the insider.