Oswald Stephen G 4

What Happened
Stephen G. Oswald, Ducommun's Chairman, President & CEO, reported that 5,135 restricted stock units settled on May 8, 2026. To satisfy tax withholding, 2,546 shares were surrendered at $137.23 per share (value ~$349,388). Separately, 2,589 shares were returned to the issuer under the company’s Clawback Policy after a restatement of prior financial statements; those returned shares have no value reported on the Form 4.

Key Details

• Transaction date: May 8, 2026 (reported on Form 4 filed May 12, 2026). Filing appears timely.
• Tax withholding: 2,546 shares withheld at $137.23/share — cashless withholding (code F) totaling $349,388.
• Clawback return: 2,589 shares returned to the issuer under the Second Amended and Restated Clawback Policy (code D); no dollar amount reported.
• Underlying grant: 5,135 RSUs that settled on May 8, 2026 were affected; net result = no shares delivered to the reporting person.
• Shares owned after transaction: not specified in the filing.
• Footnotes: Filing cites the issuer’s Form 8‑K (May 1, 2026) and the company’s Clawback Policy as the reason certain vested units were not delivered.

Context
This was not an open-market sale or a purchase — it was an administrative settlement of RSUs with shares withheld for taxes and the balance returned under a clawback tied to a financial statement restatement. Such withholdings are routine for tax obligations; clawback returns reflect company policy adjustments and do not necessarily signal voluntary selling by the executive.