Rhodes Kevin H 4

What Happened Kevin H. Rhodes, EVP, Chief Legal Officer & Secretary of 3M Company, received a performance-based award that vested on 2026-02-02: 23,251.392 shares were acquired (code A) at $0.00 per share. Per the filing, 4,732 shares were disposed (code F) to satisfy tax withholding obligations; this reflects withholding, not an open-market sale. The underlying award was originally granted March 1, 2023, and its performance-based vesting was certified on the reported date.

Key Details

• Transaction date: 2026-02-02; Form 4 filed 2026-02-04 (appears timely under Form 4 rules).
• Awarded/acquired: 23,251.392 shares @ $0.00 (performance share award).
• Shares withheld for taxes (disposed): 4,732 shares @ $0.00; tax-withholding amount was estimated and may be revised.
• Shares owned after transaction: not specified in this Form 4.
• Footnotes:
  • Award tied to March 1, 2023 performance share grant; vesting certified on 2/2/2026.
  • Reporting person elected to defer receipt of 50% of the shares; deferred shares will not carry voting or investment power until issued.
  • Dividend share equivalents are included, accrued quarterly under 3M’s Deferred Compensation Plan.

Context This was a performance-share vesting event (award delivery plus tax withholding), not a market purchase or opportunistic sale. Half of the vested shares are being deferred per the executive’s election, and the share withholding was an internal tax-related disposition rather than a signal of selling into the market.