STERN JAMES F 4

What Happened

• James F. Stern, Executive Vice President (Corp Dev, Strategy & Sec), had restricted and performance equity settle/vest on 2026-02-13. The filing shows conversion/exercise of 6,850 performance-derived units and vesting of 1,633 restricted stock units, for a total of 8,483 shares issued. Company withholding of 3,220 shares satisfied tax obligations (disposed) and 1,633 shares were recorded as the RSU award (valued at $130,452). The withheld shares were valued at $257,230. Net shares retained by Stern after withholding were about 5,263. These were vesting/settlement transactions (not open-market purchases or sales).

Key Details

• Transaction date: 2026-02-13; reported on Form 4 filed 2026-02-17 (timely by SEC business-day rules).
• Prices shown: $79.89 per share used to value the withholding and RSU award.
• Shares: 6,850 shares from performance-unit conversion; 1,633 RSUs vested; 3,220 shares withheld for taxes; net ≈5,263 shares added.
• Dollar amounts: tax withholding reported as $257,230; the 1,633-share award reported as $130,452. Total vested value ≈ $677,707 (8,483 × $79.89).
• Footnotes: RSUs were granted 02/13/2023 and became payable on vesting date 02/13/2026 (exempt under Rule 16b-3). Performance units vested at 150% of target for the 2023–2025 period. Withholding was done by the company to satisfy tax liabilities.
• Shares owned after the transaction: not specified in the provided excerpt of the filing.

Context

• These transactions reflect equity compensation vesting/settlement (including performance-based units), not an open-market buy or sale; the "disposed" shares are company withholding to cover taxes, a routine administrative step. Derivative entries indicate conversion/exercise of performance units into common shares rather than a cash option purchase or market sale.