Spence Timothy 4

What Happened

• Timothy Spence (Chair, CEO & President, Director) exercised 15,887 derivative awards (reported as exercised at $33.17, proceeds/value $526,972) and disposed of shares to cover taxes and via an open-market sale. Disposals totaled about 32,372 shares for roughly $1.72M.
• Disposals included shares withheld for taxes from vested restricted stock units and a separate open-market sale.

Key Details

• Transaction dates and prices:
  • 2026-02-14: 6,612 shares withheld for taxes at $52.86 — $349,510 (F1).
  • 2026-02-14: 9,873 shares withheld for taxes at $52.86 — $521,887 (F2).
  • 2026-02-17: exercised 15,887 derivative shares at $33.17 — $526,972 (M).
  • 2026-02-17: 12,467 shares withheld for taxes at $53.10 — $661,998 (F2).
  • 2026-02-18: open-market sale of 3,420 shares at $54.05 — $184,868 (S).
  • Filing also lists a derivative disposition line for 15,887 shares reported as N/A in price (see footnote F3).
• Total disposed (sales/withholdings): ~32,372 shares for $1,718,263. Total acquired via exercise: 15,887 shares ($526,972).
• Shares owned after transaction: not specified in the provided filing.
• Notable footnotes:
  • F1/F2: shares withheld to satisfy tax withholding on RSUs granted Feb 14, 2023 and Feb 14, 2024.
  • F3: grant-date note — stock appreciation rights (SARs) vest in thirds annually over three years.
  • F4: awards granted under the company’s Incentive Compensation Plan; no cash paid.
• Filing: Report filed 2026-02-18 covering transactions 2026-02-14 to 2026-02-18. No late-filing flag provided in the supplied data.

Context

• This appears to be an exercise/settlement of derivative awards (SARs per footnote) where shares were issued on exercise and then some were withheld to cover taxes; a small block was sold in the open market. Such tax-withholding and sell-to-cover transactions are routine following vesting/exercise and do not by themselves indicate an investment view.