Hart Mark J 4

What Happened

• Mark J. Hart, EVP – Human Resources & External Affairs at Parker‑Hannifin, exercised 6,740 stock options (code M) on 2026-02-12 at an exercise price of $296.00 ($1,995,040 cost). To cover tax obligations, 3,936 shares were surrendered/withheld (code F) valued at $1,005.31 per share ($3,956,900). Additionally, 2,804 shares were sold in the open market (code S) at $1,009.12 per share for proceeds of $2,829,572. Total value of shares surrendered/sold in connection with the exercise was about $6.79 million.
• This pattern (exercise + withholding + open‑market sale) is a common cashless exercise: options were exercised and a portion of shares was used to satisfy taxes while another portion was sold.

Key Details

• Transaction date: 2026-02-12. Prices: exercise price $296.00; withholding price $1,005.31; open‑market sale price $1,009.12.
• Shares: 6,740 shares exercised; 3,936 shares surrendered/withheld for taxes; 2,804 shares sold in open market.
• Dollar amounts: exercise cost $1,995,040; tax withholding value $3,956,900; open‑market sale proceeds $2,829,572 (total surrendered/sold ≈ $6.79M).
• Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price/tax liability (surrender); S = open‑market sale.
• Shares owned after the transaction: not disclosed in the filing.
• Filing timeliness: The Form 4 was filed 2026-02-17 for a 2026-02-12 transaction, which is later than the two‑business‑day filing window required for most Form 4 reports.

Context

• This was an option exercise with a cashless component: options were converted to shares, some shares were withheld to meet tax obligations, and some shares were sold on the open market. That sequence is routine for executives exercising equity awards and does not by itself indicate a change in view on the company.
• The filing provides factual details of the transactions only; it does not state motives.