Nellis Anthony J 4

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.