DAUCH DAVID C 4

What Happened

• David C. Dauch, Chairman & CEO of Dauch Corp (AXL), received an award of 575,758 performance-based restricted stock units (PSUs) on February 2, 2026 (reported on Form 4 filed Feb 4, 2026). No per-share price is reported for the grant (transaction code A).
• The PSUs are awarded at target; actual payout depends on stock performance during the measurement period ending March 31, 2029 and may range from 0% to 300% of target.

Key Details

• Transaction date: 2026-02-02; Form 4 filed: 2026-02-04 (timely filing).
• Award: 575,758 performance-based RSUs (PSUs) at target; acquisition price: N/A.
• Performance measurement: based on the highest average price of the company’s common stock over any 20-day trading period during the measurement period ending March 31, 2029.
• Maximum potential payout: up to 300% of target (575,758 × 3 = 1,727,274 shares).
• Vesting schedule: 50% vests at the end of the Performance Period (measurement period end), and the remaining 50% vests one year later.
• Shares owned after the transaction: not specified in the provided filing.

Context

• These PSUs are a form of long-term, performance-based compensation intended to align executive pay with stock performance; they are not an open-market purchase or sale and do not represent an immediate cash transaction.
• Because payout depends on future stock-price performance and the award vests over time, this is a retention/incentive grant rather than a direct bullish or bearish trading signal.