Dugenske John E 4

4 · ALLSTATE CORP · Filed Feb 23, 2026

AI-generated summary of this filing

Updated Feb 23, 2026

Allstate (ALL) CFO John Dugenske Exercises/Converts RSUs, Shares Withheld

What Happened

John E. Dugenske, CFO of Allstate Corporation, saw previously awarded restricted stock units (RSUs) convert into common shares in late February 2026. A conversion/exercise resulted in 1,558 shares being issued, and 691 of those shares were withheld to cover tax withholding at $206.37/share (tax value ≈ $142,602). Additional RSU awards were recorded on Feb 19, 2026 (see Key Details).
This was not an open-market sale for cash — the only economically significant disposition was company tax withholding (routine) rather than a market sale. The RSU activity is primarily grant/conversion and tax withholding.

Key Details

Transaction dates/prices:
- Feb 19, 2026: Grants/awards recorded — 12,191 RSUs and 2,975 RSUs granted (award entries, $0 consideration; these are derivative RSU awards).
- Feb 21, 2026: Conversion/exercise of derivative: 1,558 shares converted/issued at $0 consideration; 691 shares withheld to satisfy tax liability at $206.37/share (total withheld ≈ $142,602).
Net shares delivered from the conversion: 1,558 issued − 691 withheld = 867 shares retained by the insider (based on reported items).
Notable footnotes:
- F1: Conversion of previously awarded RSUs into shares without payment; remaining RSUs will convert on Feb 21, 2027.
- F2: Certain options vest in three increments (Feb 19, 2027/2028/2029) per award agreement.
- F3: RSUs granted on Feb 19, 2026 will convert in three equal increments on Feb 19 of 2027, 2028 and 2029.
Filing timeliness: Report filed Feb 23, 2026 for transactions dated Feb 19–21, 2026; appears to be a timely Form 4 filing.

Context

These entries are primarily equity awards and standard payroll tax withholding on RSU conversion (a form of "cashless" withholding), not an indication of an opportunistic market sale. Awards and RSU conversions are common executive compensation mechanics; purchases would typically be interpreted as a stronger bullish insider signal than routine vesting/conversion transactions.

Form 4

Period: 2026-02-19

Chief Financial OfficerOther

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-21+1,558→ 46,166 total
Tax Payment
Common Stock
2026-02-21$206.37/sh−691$142,602→ 45,475 total
Award
Employee Stock Option (Right to Buy)
[F2]
2026-02-19+12,191→ 12,191 total
Exercise: $203.22Exp: 2036-02-19→ Common Stock (12,191 underlying)
Award
Restricted Stock Units
[F3]
2026-02-19+2,975→ 2,975 total
Exp: 2029-02-19→ Common Stock (2,975 underlying)
Exercise/Conversion
Restricted Stock Units
[F1]
2026-02-21−1,558→ 1,558 total
Exp: 2027-02-21→ Common Stock (1,558 underlying)

Holdings

Footnotes (3)

[F1]Conversion of previously awarded Restricted Stock Units (RSUs) into an equal number of common shares, without the payment of any consideration, pursuant to The Allstate Corporation 2019 Equity Incentive Plan. The remaining RSUs will convert on February 21, 2027.
[F2]Option exercisable in three increments, with one third vesting on February 19, 2027, February 19, 2028, and February 19, 2029, with any fractional shares to be rounded as provided for in award agreement.
[F3]Award of Restricted Stock Units (RSUs) granted on February 19, 2026, under The Allstate Corporation 2019 Equity Incentive Plan. Each RSU represents the right to receive, without payment of any consideration, one share of Allstate common stock on the conversion date, with any fractional RSU to be rounded as provided for in award agreement. The RSUs will convert in three equal increments on February 19, 2027, February 19, 2028, and February 19, 2029.

Signature

/s/ Meghan E. Jauhar, attorney-in-fact for John E. Dugenske|2026-02-23

1 file