CIPOLLA MICHAEL 4

What Happened
Michael Cipolla, Vice President of Minerals Technologies (MTX), converted (exercised) vested DRSUs into common shares on Jan 23, 2026 (1,427 shares) and Jan 26, 2026 (1,292 shares). The DRSUs converted at $0 exercise price (each DRSU = one share). To satisfy tax withholding obligations, the company withheld 774 shares on Jan 23 (withholding value $53,228 at $68.77/share) and 660 shares on Jan 26 (withholding value $45,467 at $68.89/share), totaling 1,434 shares withheld (~$98,695). Net shares delivered to Cipolla after withholding: 1,285 (2,719 converted less 1,434 withheld). These actions are routine tax withholding on vesting, not an open-market sale.

Key Details

• Transaction dates: Jan 23, 2026 (1,427 DRSUs converted); Jan 26, 2026 (1,292 DRSUs converted).
• Withheld for taxes: 774 shares @ $68.77 (Jan 23) = $53,228; 660 shares @ $68.89 (Jan 26) = $45,467. Total withheld ≈ $98,695.
• Exercise/conversion price: $0 per DRSU (DRSUs convert to shares).
• Net shares received by insider after withholding: 1,285 shares.
• Shares owned after transaction: not specified in the provided filing.
• Footnotes: F1 confirms shares were withheld to satisfy tax withholding; F3–F5 note DRSUs equal one share, grant dates (Jan 23, 2024 and Jan 24, 2023) and three-year vesting schedule. F2 notes the report is based on a Plan Statement as of Jan 21, 2026.
• Filing timeliness: Report filed Jan 27, 2026 for transactions on Jan 23 and Jan 26 — appears timely (no late-file flag).

Context

• These were conversions of DRSUs (restricted stock units) upon vesting, not open-market purchases or voluntary sales. The company’s withholding of shares to cover tax obligations is a common, routine settlement method (similar to a cashless exercise).
• Such withholding transactions generally reflect tax mechanics rather than a directional insider view; they do not necessarily indicate buying or selling intent.