Butier Mitchell R 4

What Happened

• Mitchell R. Butier, a director of Avery Dennison (AVY), had performance-based restricted/derivative awards convert to 19,026 common shares on 2026-03-01 (three conversions at $194.78/share), valued at $3,705,885. To satisfy tax/withholding obligations, 11,210 of those shares were withheld/sold (reported as payment of exercise price/tax liability) for $2,183,484. The net shares delivered to Butier were 7,816 shares (net value ≈ $1,522,401). The transactions were recorded on Form 4 and filed on 2026-03-03.

Key Details

• Transaction date: 2026-03-01; Form 4 filed: 2026-03-03 (timely).
• Conversion entries (code M): 5,079; 4,302; and 9,645 shares at $194.78 each — total value $3,705,885.
• Withholding/tax sales (code F): 3,029; 2,524; and 5,657 shares at $194.78 each — total $2,183,484.
• Net shares received: 19,026 converted − 11,210 withheld = 7,816 net shares.
• Shares owned after the transactions: not specified in the details provided.
• Footnotes explain these were vestings/conversions of MSUs and PUs originally granted in 2022–2023 and paid at partial performance vesting levels (F1–F3):
  • F1: 4th tranche MSUs from Feb 2022 vested at 92% of target (plus dividend equivalents).
  • F2: 3rd tranche MSUs from Mar 2023 vested at 96% of target (plus dividend equivalents).
  • F3: PUs from Mar 2023 vested at 56% of target (50% based on EVA; 50% on relative TSR).
• Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (withholding).

Context

• This was not an open-market purchase or discretionary sale: it reflects the scheduled vesting/conversion of performance-based awards and routine withholding to cover taxes. That makes it primarily an award receipt (acquisition) rather than a director-initiated buy or sell signal.