Rhodes Kevin H 4

What Happened

• Kevin H. Rhodes, Executive Vice President, Chief Legal Officer & Secretary of 3M (MMM), exercised options on Feb 6, 2026 to acquire 17,904 shares at an exercise price of $172.65 per share, valued at $3,091,126.
• To cover the tax and exercise-related liability, 6,915 of those shares were withheld (disposed) at the same per-share value, equal to $1,193,875. The filing also shows the derivative (the option) for 17,904 shares was converted/cancelled as part of the exercise.

Key Details

• Transaction date: 2026-02-06; exercise price: $172.65; gross value of shares exercised: $3,091,126.
• Shares withheld for taxes/exercise: 6,915 shares ($1,193,875); net shares delivered to Rhodes = 17,904 − 6,915 = 10,989 shares.
• The derivative line reflects the option conversion/cancellation (17,904 shares @ $0.00).
• Footnotes: F1 — includes dividend share equivalents under 3M’s Deferred Compensation Plan; F2 — each restricted stock unit (RSU) equals one contingent share; F3 — RSUs vest 100% three years from Feb 7, 2023. (These notes explain related compensation mechanics referenced in the filing.)
• Filing date: 2026-02-09 for a 2026-02-06 transaction; this was filed within the standard two-business-day window and is not marked late.

Context

• This was an options exercise with share withholding to satisfy tax/exercise obligations (a common cashless-style settlement). Withholding of shares for taxes is routine and does not indicate an open-market sale by the insider.
• The filing is procedural and factual; it shows insider liquidity to cover exercise/taxes rather than an outright market sale or purchase signal.