GARMIN LTD·4

Feb 27, 6:00 PM ET

Boessen Douglas G. 4

4 · GARMIN LTD · Filed Feb 27, 2026

Research Summary

AI-generated summary of this filing

Updated

Garmin (GRMN) CFO Douglas Boessen Sells Shares After RSU Vesting

What Happened

  • Douglas G. Boessen, Garmin’s Chief Financial Officer and Treasurer, had 8,476 restricted stock units (RSUs) vest. To cover tax withholding, 3,732 shares were surrendered (value ~$940,427). Separately, Boessen sold 3,487 shares in open-market trades on Feb 26, 2026 for aggregate proceeds of about $877,540.
  • Combined proceeds/consideration related to these transactions are roughly $1.82 million (withheld tax shares ~$940.4k + open-market sales ~$877.5k). These were sales/withholdings (not purchases).

Key Details

  • Dates and actions:
    • 2026-02-25: 8,476 RSUs vested; 3,732 shares withheld to satisfy tax withholding (code F) at $251.99 each (withheld value $940,427).
    • 2026-02-26: Open-market sales (code S) of:
      • 1,412 shares @ $251.01 = $354,426 (weighted avg; trades ranged $250.64–$251.44 per F4)
      • 1,920 shares @ $252.01 = $483,859 (weighted avg; trades ranged $251.65–$252.405 per F5)
      • 155 shares @ $253.26 = $39,255 (weighted avg; trades ranged $252.95–$253.36 per F6)
  • Total open-market sale proceeds: ~$877,540. Total disposed including tax withholding: ~$1,817,967.
  • Shares after transactions (based on footnotes): 8,476 vested minus 3,732 withheld = 4,744 delivered; after selling 3,487, Boessen retained 1,257 vested shares. He also holds 16,021 unvested RSUs per footnote F2 (combined = 17,278 shares/RSUs shown in the filing).
  • These sales were executed under a Rule 10b5-1 trading plan adopted March 3, 2025 (footnote F3), indicating pre‑scheduled sales.
  • Filing: Form 4 covering transactions through Feb 25–26, 2026 was filed on Feb 27, 2026 (timely).

Context

  • This was primarily RSU vesting with tax-withholding and follow-up open-market sales, not a purchase—so it’s routine compensation-related activity rather than a direct bullish purchase signal.
  • The use of a 10b5-1 plan means the open-market sales were likely pre-arranged and not necessarily a contemporaneous statement about company prospects.
  • For retail investors, note that awards vest and companies commonly withhold shares for taxes; sales tied to vesting are routine and don't alone indicate insider sentiment.

Insider Transaction Report

Form 4
Period: 2026-02-25
Boessen Douglas G.
CFO and Treasurer
Transactions
  • Tax Payment

    Registered Shares

    [F1][F2]
    2026-02-25$251.99/sh3,732$940,42731,536 total
  • Sale

    Registered Shares

    [F3][F4][F2]
    2026-02-26$251.01/sh1,412$354,42630,124 total
  • Sale

    Registered Shares

    [F3][F5][F2]
    2026-02-26$252.01/sh1,920$483,85928,204 total
  • Sale

    Registered Shares

    [F3][F6][F2]
    2026-02-26$253.26/sh155$39,25528,049 total
Footnotes (6)
  • [F1]8,476 shares that were acquired by the reporting person pursuant to previously granted restricted stock unit awards vested and were paid to the reporting person. Of these shares, 3,732 shares were withheld to pay a resulting tax liability.
  • [F2]Includes 16,021 unvested shares acquired pursuant to previously granted restricted stock unit awards.
  • [F3]Pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 3, 2025.
  • [F4]This transaction was executed in multiple trades at prices ranging from $250.64 to $251.44. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Garmin Ltd. or a security holder of Garmin Ltd. full information regarding the number of shares sold at each separate price within the range.
  • [F5]This transaction was executed in multiple trades at prices ranging from $251.65 to $252.405. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Garmin Ltd. or a security holder of Garmin Ltd. full information regarding the number of shares sold at each separate price within the range.
  • [F6]This transaction was executed in multiple trades at prices ranging from $252.95 to $253.36. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Garmin Ltd. or a security holder of Garmin Ltd. full information regarding the number of shares sold at each separate price within the range.
Signature
/s/ Paul E. Cassat, as attorney-in-fact for Douglas G. Boessen|2026-02-27

Documents

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