STANDER DEON 4

What Happened
Deon Stander, President & CEO and a director of Avery Dennison (AVY), exercised stock derivatives on March 1, 2026, acquiring 14,193 shares by paying an exercise price of $194.78 per share (total cash paid ≈ $2,764,513). To cover the related exercise price/tax liability, 5,986 shares were withheld (disposed) at the same $194.78 rate (value ≈ $1,165,953). In addition, several performance/market stock unit tranches vested/converted into a total of 40,655 share equivalents (grants reported at $0). The exercises represent a cash exercise with shares withheld for tax—part buy, part withholding—while the vested awards were converted into common shares.

Key Details

• Transaction date: March 1, 2026; Form 4 filed March 3, 2026 (appears timely).
• Option exercises (paid): 14,193 shares at $194.78 — gross cash paid ≈ $2,764,513.
• Shares withheld for taxes (F code): 5,986 shares at $194.78 — value ≈ $1,165,953.
• Award grants/vesting (A code): 16,622 and 24,033 share units = 40,655 MSUs/PUs acquired (reported at $0).
• Net shares retained from the cash exercises: 14,193 − 5,986 = 8,207 shares (plus 40,655 vested award shares converted).
• Shares owned after transaction: not disclosed in this filing.
• Notable footnotes: RSUs vest 25% annually (F1); PUs vest based on performance with final determination in 2029 (F2); MSU/PUs vested at partial percentages of target per F3–F7 (shows vesting at 92%–96% for MSU tranches and 56% for certain PUs).
• Transaction codes explained: M = option exercise/conversion, F = payment of exercise price/tax withholding, A = grant/award acquisition.

Context

• This filing shows a cash option exercise (insider paid exercise price) combined with tax withholding of shares rather than a market sale—common for covering taxes. The vesting/conversion of MSUs and PUs reflects performance-based awards paying out at partial percentages of target per the footnotes.
• Exercises and vesting are routine for executives with equity compensation and do not by themselves indicate intent to buy or sell stock in the open market. Purchases (cash exercises where shares are retained) are often watched as a more direct bullish signal.