Hamilton Andrew C 4

What Happened

Andrew C. Hamilton, President of LKQ Europe, was awarded 25,507 restricted stock units (RSUs) on 2026-02-20 at an implied value of $33.33 per share (total ~ $850,021). The day before (2026-02-19) 1,613.51 shares were withheld/disposed at $33.09 per share (~ $53,391) to satisfy tax withholding obligations tied to the vesting of RSUs. The RSU grant is an acquisition (award); the withheld shares are a routine tax-related disposition, not an open-market sale.

Key Details

• Transaction dates and prices:
  • 2026-02-19: 1,613.51 shares withheld/disposed @ $33.09 = $53,391 (tax withholding)
  • 2026-02-20: 25,507 RSUs awarded/acquired @ $33.33 = $850,021
• Shares owned after transaction: not specified in the Form 4 provided.
• Footnotes:
  • F1: Shares were withheld by the issuer to pay the tax withholding amount upon RSU vesting.
  • F2: The 25,507-line represents an award of restricted stock units.
• Filing: Form 4 filed 2026-02-23. (This filing date is within the typical short window after the reported transactions.)

Context

• RSU awards are compensation that vests over time; withholding a portion of vested shares to cover taxes is common and routine and should not be read as a directional market trade.
• Awards are acquisitions but differ from open-market purchases — they reflect compensation, not necessarily a direct bullish bet by the insider.