PEMBLE CLIFTON A 4

What Happened

• Clifton A. Pemble, President, CEO and Director of Garmin Ltd., had 34,716 restricted stock units (RSUs) vest on Feb 25–26, 2026. Of those vested shares, 14,802 were withheld to cover tax liability (value $3,729,956).
• The remaining 19,914 vested shares were sold in multiple open-market trades on Feb 26, 2026, yielding aggregate proceeds of approximately $5,010,041. Additionally, 2,742 shares were gifted to a charitable organization (no cash proceeds).

Key Details

• Transaction dates: Feb 25, 2026 (RSU vesting / withholding) and Feb 26, 2026 (gifts and open-market sales).
• Withheld (tax payment): 14,802 shares @ $251.99 = $3,729,956 (coded F — tax withholding).
• Gifts: 2,742 shares gifted to charity on Feb 26, 2026 (coded G).
• Open-market sales (all Feb 26, 2026): total 19,914 shares sold across multiple trades:
  • 434 shares at weighted avg $249.29 = $108,190 (range $249.175–$249.56)
  • 8,286 shares at weighted avg $251.06 = $2,080,324 (range $250.47–$251.445)
  • 10,448 shares at weighted avg $252.01 = $2,633,003 (range $251.47–$252.45)
  • 746 shares at weighted avg $252.71 = $188,524 (range $252.51–$253.36)
• Total proceeds from the open-market sales ≈ $5.01M; combined value of withheld + sales ≈ $8.74M.
• Sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Pemble on Feb 28, 2025 (footnote F4).
• Footnote: 34,716 shares vested; of those, 14,802 withheld for taxes (footnote F1). The filing notes other holdings include 62,180 unvested RSUs (footnote F2).
• Filing timeliness: Form 4 filed Feb 27, 2026 for transactions on Feb 25–26, 2026 — appears timely (no late-file flag).

Context

• This was a vesting of RSUs followed largely by withholding for taxes and systematic sales — a common practice to cover tax obligations and/or follow an existing trading plan. The sales were executed under a pre-established 10b5-1 plan, which is designed to avoid trading on nonpublic information.
• Gifts to charity do not indicate a market sentiment trade; they are non-cash dispositions.
• These actions are routine insider post-vesting dispositions rather than open-market purchases; purchases typically carry clearer bullish signals for investors.