SHERWIN STEPHEN A 4

What Happened

• Director Stephen A. Sherwin exercised two stock option grants to acquire 25,000 shares (15,000 at $53.64 and 10,000 at $79.79) on 2026-06-05 (exercise cost $1,602,500). He then sold 25,000 shares in multiple open-market transactions the same day under a Rule 10b5-1 plan, generating aggregate proceeds of $4,132,969. The net proceeds before fees/taxes were roughly $2,530,469.
• These transactions are primarily sales (routine monetization after option exercise), not new purchases of company stock.

Key Details

• Transaction date: 2026-06-05; Form 4 filed 2026-06-09 (timely — filed within required business-day window).
• Exercises (acquisitions): 15,000 shares @ $53.64 = $804,600; 10,000 shares @ $79.79 = $797,900. (Total exercise cost = $1,602,500.)
• Open-market sales (dispositions): 25,000 shares sold in blocks at weighted-average prices ranging from $163.11 to $167.70; aggregated sales by block reported with weighted averages and totals (total proceeds = $4,132,969).
• Footnotes of note:
  • F1: Sales were effected by a broker under a Rule 10b5-1 trading plan adopted March 6, 2026; plan cannot be amended per issuer policy.
  • F2–F6: Weighted-average sale prices reported for multiple transaction price ranges; the filer can provide per-price breakdowns on request.
  • F7, F8: Option grants referenced were from May 22, 2017 and May 22, 2019 with prior vesting schedules.
  • Two derivative-disposition lines at $0 reflect termination of the option instruments upon exercise (standard reporting).
• Shares owned after the transactions: not specified in the provided excerpt of the filing (see the full Form 4 on SEC EDGAR for holdings after the trades).

Context

• For retail investors: this was an option exercise followed by immediate sale of the acquired shares (common practice to realize gains or cover exercise cost). Purchases are generally more informative about insider conviction; here the activity represents liquidity from option exercise rather than a new buy signal.
• The presence of a Rule 10b5-1 plan indicates the sales were pre-arranged and broker-executed, reducing the likelihood that the trades were opportunistic reactions to recent company news.