Dugenske John E 4

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.