PREVOZNIK MICHAEL E 4

What Happened

• Michael E. PREVOZNIK (SVP & General Counsel) was issued a performance stock award of 7,232 shares on 2026-03-04 (value based on grant price $204.86 = $1,481,548).
• To cover withholding taxes, 3,354 of those shares were surrendered on 2026-03-04 at $204.86 (value $687,100).
• The remaining 3,878 shares were sold in an open-market transaction on 2026-03-05 at $206.21 for proceeds of $799,682.
• This sequence (award → tax-withholding → sale) is routine for settling equity awards; the initial award was an acquisition, while part of the award was later disposed.

Key Details

• Transaction dates/prices:
  • 2026-03-04: Award of 7,232 shares at $204.86 (total $1,481,548).
  • 2026-03-04: 3,354 shares withheld for taxes at $204.86 (value $687,100).
  • 2026-03-05: 3,878 shares sold open market at $206.21 (proceeds $799,682).
• Shares owned after transaction: not disclosed in the provided filing.
• Notable footnotes:
  • F1: Shares issued in settlement of a performance stock award (Rule 16b-3(d)).
  • F2: 3,354-share disposition was to the issuer to cover tax withholding on the award.
  • F3: The 3,878-share sale was effected under a Rule 10b5-1 sales plan.
  • F4: (Plan-related note about periodic trustee purchases for 401(k)/deferred comp) — informational from plan administrator.
• Filing: Form 4 was filed on 2026-03-06 covering transactions on 2026-03-04 and 2026-03-05 (no late‑filing indicator provided).

Context

• This was a grant of performance shares, not an option exercise; part of the award was surrendered to cover taxes and the remainder sold under a pre-existing 10b5-1 plan — common procedures for equity compensation.
• These actions are routine settlement and tax-covering transactions rather than a standalone bullish purchase signal.