Nellis Anthony J 4
4 · AUTOLIV INC · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
Autoliv (ALV) EVP Anthony Nellis Receives Awards; Sells 815 Shares
What Happened
- Anthony J. Nellis, EVP Legal and General Counsel of Autoliv (ALV), reported that several performance- and time-based RSUs/PSUs converted to shares on Feb 19, 2026. The filing shows multiple awards/vested units (totaling 6,830.432 RSU/PSU units reported as acquired) and an exercise/conversion of 2,851.798 derivative units. To satisfy tax withholding, 815 shares were disposed (sold) at $123.15 per share for proceeds of $100,367. Overall the reported transactions result in a net increase of roughly 3,164 shares held by the reporting person (acquisitions minus withhold/sale).
- This activity is primarily vesting/conversion of performance-based awards (awarded as RSUs/PSUs) rather than an open-market purchase or discretionary sale; the 815-share sale was a routine tax-withholding disposition.
Key Details
- Transaction date: February 19, 2026; Form filed February 23, 2026.
- Sale for tax withholding: 815 shares sold at $123.15 = $100,367 (transaction code F).
- Conversions/awards: multiple awards reported as acquired (codes A and M) including 2,851 (conversion), 664.755, 1,069.232, 1,346.445 and 899 RSU/PSU units.
- Net change: approximately +3,164 shares (acquired minus shares withheld/sold).
- Notable footnotes: these are performance-based RSUs/PSUs from 2023–2025 grants (and 2024–2026, 2025–2027 grant programs). The reported amounts reflect units earned for the 2025 one‑year performance periods; EPS and greenhouse gas (GHG) goals were achieved above threshold, contributing to vesting. Fractional RSUs are rounded down at vesting.
- Transaction codes explained: M = exercise/conversion of derivative, A = award/grant/acquisition, F = shares withheld/sold to pay taxes.
Context
- This appears to be a standard vesting/conversion of performance awards with a shares‑withheld/sold transaction to cover tax liabilities (common practice for RSU/PSU vestings). Such withholding sales are routine and do not necessarily indicate the insider is bearish on the stock. The awards vest subject to committee certification of performance and continued employment per the footnotes.
Insider Transaction Report
Form 4
AUTOLIV INCALV
Nellis Anthony J
EVP Legal and General Counsel
Transactions
- Exercise/Conversion
Common Stock
2026-02-19+2,851→ 10,785 total - Tax Payment
Common Stock
2026-02-19$123.15/sh−815$100,367→ 9,970 total - Award
Performance-Based Restricted Stock Units (2023 Grant)
[F1][F3][F6]2026-02-19+664.755→ 2,851.798 totalExercise: $0.00→ Common Stock (664.755 underlying) - Exercise/Conversion
Performance-Based Restricted Stock Units (2023 Grant)
[F1][F2]2026-02-19−2,851.798→ 0 totalExercise: $0.00From: 2026-02-19Exp: 2026-02-19→ Common Stock (2,851.798 underlying) - Award
Performance-Based Restricted Stock Units (2024 Grant)
[F1][F4][F7]2026-02-19+1,069.232→ 1,972.692 totalExercise: $0.00→ Common Stock (1,069.232 underlying) - Award
Performance-Based Restricted Stock Units (2025 Grant)
[F1][F5][F8]2026-02-19+1,346.445→ 1,346.445 totalExercise: $0.00→ Common Stock (1,346.445 underlying) - Award
Restricted Stock Unit
[F1]2026-02-19+899→ 899 totalExercise: $0.00From: 2029-02-19Exp: 2029-02-19→ Common Stock (899 underlying)
Footnotes (8)
- [F1]Each RSU represents a contingent right to receive one share of ALV common stock.
- [F2]Fractional RSUs are rounded down to the nearest whole number at vesting, the fractional amount is forfeited.
- [F3]The performance-based RSUs granted in February 2023 are comprised of three separate one-year performance periods for each of calendar years 2023, 2024 and 2025. All PSUs will vest following 2025, to the extent earned and subject to the reporting person's continued employment. Reflects the PSUs that were earned over the third one-year performance period (January 1, 2025 - December 31, 2025) based on the level of achievement of pre-determined performance goals related to (i) Organic Sales Growth vs. Light Vehicle Production Growth (25%), (ii) Earnings Per Share (60%), and (iii) Greenhouse Gas Emissions (15%). The goals for (ii) and (iii) were achieved above the threshold level.
- [F4]The performance-based RSUs granted in February 2024 are comprised of three separate one-year performance periods for each of calendar years 2024, 2025, and 2026. All PSUs will vest following 2026, to the extent earned and subject to the reporting person's continued employment. Reflects the PSUs that were earned over the second one-year performance period (January 1, 2025 - December 31, 2025) based on the level of achievement of pre-determined performance goals related to (i) Organic Sales Growth vs. Light Vehicle Production Growth (25%), (ii) Earnings Per Share (60%), and (iii) Greenhouse Gas Emissions (15%). The goals for (ii) and (iii) were achieved above the threshold level.
- [F5]The performance-based RSUs granted in February 2025 are comprised of three separate one-year performance periods for each of calendar years 2025, 2026 and 2027. All PSUs will vest following 2027, to the extent earned and subject to the reporting person's continued employment. Reflects the PSUs that were earned over the first one-year performance period (January 1, 2025 - December 31, 2025) based on the level of achievement of pre-determined performance goals related to (i) Organic Sales Growth vs. Light Vehicle Production Growth (25%), (ii) Earnings Per Share (60%), and (iii) Greenhouse Gas Emissions (15%). The goals for (ii) and (iii) were achieved above the threshold level.
- [F6]The performance-based RSUs, as adjusted if necessary, vest and convert to shares in one installment after the completion of the third one-year performance period ending December 31, 2025 and the Leadership Development and Compensation Committee's certification of the level of achievement of the applicable performance objectives.
- [F7]The performance-based RSUs, as adjusted if necessary, vest and convert to shares in one installment after the completion of the third one-year performance period ending December 31, 2026 and the Leadership Development and Compensation Committee's certification of the level of achievement of the applicable performance objectives.
- [F8]The performance-based RSUs, as adjusted if necessary, vest and convert to shares in one installment after the completion of the third one-year performance period ending December 31, 2027 and the Leadership Development and Compensation Committee's certification of the level of achievement of the applicable performance objectives.
Signature
Brian Kelly by POA from Anthony Nellis|2026-02-23