Bales Brian A 4

What Happened

• Brian A. Bales, EVP & Chief Development Officer of Republic Services (RSG), had 26 restricted stock units (RSUs) converted and 26 shares withheld to satisfy tax withholding related to RSUs that vested on Feb 17, 2026. The company used the Feb 17, 2026 closing price of $221.19 per share to value the withheld shares, totaling $5,751.
• The Form 4 shows conversion/exercise entries (code M) for 26 RSUs and a withholding/disposition (code F) of 26 shares to cover taxes. This was a routine tax-withholding transaction tied to vesting, not an open-market sale.

Key Details

• Transaction date: 2026-02-17; filing date: 2026-02-19 (timely filed).
• Withheld shares: 26 shares at $221.19 per share; withholding value ≈ $5,751.
• Remaining deferred RSUs from the 02/17/2023 grant: 823 RSUs (including dividend equivalents) remain deferred under the company’s Deferred Compensation Plan.
• Footnotes: Reporting person elected to defer the 02/17/2023 RSU grant; 25% of that grant vested on 02/17/2026. Per the Plan, 26 shares were withheld to satisfy tax liability.
• Transaction codes: M = exercise/conversion of derivative (RSU settlement); F = tax withholding (disposition of shares).

Context

• This was a routine tax-withholding event upon RSU vesting (a cashless-style settlement where shares are retained to pay taxes), not an outright sale in the open market—so it shouldn't be read as a directional buy/sell signal.
• Each RSU equals the contingent right to one share of common stock. The filing does not indicate a change in the insider’s broader ownership beyond the deferred RSUs noted.