Ross Andrew D 4

What Happened
Andrew D. Ross, President & COO of Parker‑Hannifin, exercised 10,220 stock options on 2026-02-11 (acquiring 10,220 shares at an exercise price of $209.56; cost = $2,141,703). All 10,220 resulting shares were disposed the same day: 5,556 shares were surrendered/withheld to cover exercise price and taxes (F) for $5,577,002, and 4,664 shares were sold in a series of open‑market transactions (S) totaling $4,659,338. Combined sale proceeds ≈ $10,236,340. The filing also shows the derivative (the options) converted (M) into the shares.

Key Details

• Transaction date: 2026-02-11; Form 4 filed 2026-02-13 (timely).
• Exercise: 10,220 shares acquired at $209.56 each (total cost $2,141,703).
• Tax/withholding sale (F): 5,556 shares for $5,577,002 (weighted avg price reported).
• Open‑market sales (S): 4,664 shares in multiple trades totaling $4,659,338 (multiple weighted‑average price footnotes).
• Total proceeds from sales ≈ $10.24M.
• Shares owned following the transactions: not specified in the provided excerpt of the filing.
• Footnotes: several weighted‑average price footnotes (sales executed across multiple prices/ranges); the derivative “disposed” entry at $0 reflects conversion of the option into stock on exercise.
• Codes: M = option exercise/conversion; F = payment of exercise price/tax withholding; S = open‑market sale.

Context
This was effectively a cashless exercise: Ross exercised options and immediately used/sold the resulting shares to cover the exercise cost and tax withholding and to sell additional shares. Such transactions are common for option exercises and tax obligations and do not necessarily indicate a change in the insider’s longer‑term view. Purchases by insiders are generally more informative of bullish sentiment than routine, immediate sales to cover costs.