LUTHER RICHELLE T 4

What Happened

• Richelle T. Luther (EVP, CAO, General Counsel) received a performance-based award of 744 shares on 2026-03-04. The award shares are reported as acquired at $0.00 because they were issued as compensation.
• To satisfy tax withholding, 242 of those shares were withheld by the issuer and disposed at $60.24 per share, generating $14,578.08. Net shares delivered to the insider after withholding were 502, with an implied gross award value of $44,818.56 (744 × $60.24) and a net value delivered of $30,240.48 (502 × $60.24).
• This was an award payout (not an open-market purchase or voluntary sale); such awards are compensation rather than direct expressions of buying/selling intent.

Key Details

• Transaction date: 2026-03-04; Filing date: 2026-03-06 (timely).
• Award: 744 shares issued (Code A, reported at $0.00 acquisition price).
• Tax withholding: 242 shares withheld/disposed (Code F) at $60.24 each = $14,578.08.
• Net shares retained by insider: 502 shares (744 − 242).
• Footnotes: F1 — Shares issued due to satisfaction of 2023–2025 performance goals; Compensation Committee certified payout on 2026-03-04. F2 — Shares were withheld by the issuer to satisfy tax withholding.
• Shares owned after transaction: Not specified in the filing.

Context

• This was a performance-share award tied to multi-year goals (2023–2025); the payout was certified by the Compensation Committee on the transaction date.
• Withholding shares to cover taxes is routine for awarded equity and is different from an open-market sale; it doesn't indicate a voluntary disposition by the insider beyond tax obligations.
• Awards are compensation events; they provide less direct insight into insider sentiment than open-market purchases but are material to dilution and insider ownership changes.