South Martin 4

What Happened

• South Martin, President & CEO, Marsh Risk, had 14,476 shares vest from performance-based restricted stock units (PSUs) on 2026-02-28. The company withheld 8,006 of those shares to cover tax obligations, which equals a disposition of 8,006 shares at $186.74 per share for proceeds of $1,495,040. The net result was 6,470 shares added to Martin’s holdings.

Key Details

• Transaction date: 2026-02-28; filing date: 2026-03-03.
• Vesting/Acquisition: 14,476 shares acquired (derived from PSUs) at $0.00 (code M — conversion of derivative).
• Tax withholding sale: 8,006 shares disposed at $186.74/share for $1,495,040 (code F — tax withholding).
• Net shares retained: 14,476 vested − 8,006 withheld = 6,470 net shares added.
• Shares owned after transaction: Not reported in the filing.
• Footnotes: F1 — these 14,476 shares are RSUs relating to performance stock units granted 2/23/2023 for the 2023–2025 performance period; F2 — filing notes 118.022 shares from the company ESPP; F3 — the security converts 1-for-1 to common stock.
• Filing timeliness: Filed 2026-03-03; no late-filing flag appears in the report.

Context

• This was a vesting/distribution of performance-based RSUs with a cashless tax withholding (company withheld shares to cover taxes). Such withholding sales are routine and reflect tax obligations rather than an active market sale by the insider.
• Code explanations: M = conversion/exercise of a derivative instrument (here, conversion of PSUs/RSUs to common stock); F = shares withheld/disposed to satisfy tax withholding.