WAUN THOMAS J. SR. 4

What Happened

• Waun Thomas Jr. (listed as Waun Thomas J. Sr.), EVP, International, received a grant of 4,555 shares (performance-based units) reported as acquired on 2026-05-19 (reported value $0). To satisfy tax obligations tied to the vesting, 117 shares were withheld/sold on 2026-05-19 at $131.59 ($15,396) and 100 shares were withheld/sold on 2026-05-20 at $136.83 ($13,683), a total of 217 shares disposed for $29,079.
• The award is performance-based (granted under the company’s Omnibus Incentive Plan) and includes dividend equivalents. The disposals were tax-withholding actions (routine), not open-market “sell” decisions signaling investment views.

Key Details

• Transaction dates & prices:
  • 2026-05-19: 117 shares withheld at $131.59 — $15,396.
  • 2026-05-20: 100 shares withheld at $136.83 — $13,683.
  • 2026-05-19: 4,555 shares awarded (performance units), $0 reported price.
• Total withheld/disposed: 217 shares for ~$29,079.
• Footnotes of note:
  • F1: Shares were withheld to satisfy tax obligations upon vesting.
  • F3: The 4,555 shares reflect performance-based units earned for the period ended March 31, 2026 and include 63 dividend-equivalent shares paid in stock.
  • F2/F4: Filing also references 89 ESPP shares exempt under Rule 16b-3(c) and current allocation under KSOP.
• Shares owned after the transactions: not specified in the provided filing excerpt.
• Filing timeliness: Report filed 2026-05-21, within days of the reported transactions; not flagged as a late filing here.

Context

• These transactions are primarily a compensation vesting event (award of performance units) with routine tax-withholding disposals — common when restricted or performance shares vest. Such withholding sales are procedural and do not necessarily indicate the insider is choosing to sell stock for investment reasons.