COX MATTHEW J 4

What Happened
Matthew J. Cox, Chairman & CEO of Matson, was issued 59,582 shares on Jan 25, 2026 pursuant to the satisfaction of performance share awards. To cover tax withholding obligations related to the vesting, Matson withheld a total of 35,276 shares (2,111 on Jan 24 and 3,897 + 29,268 on Jan 25) at an effective per‑share amount of $158.94, resulting in withholding proceeds of $5,606,767. The award (59,582 shares) is an acquisition (A); the withheld shares are reported as disposals (F) for tax purposes. This was not an open‑market sale by the insider.

Key Details

• Transaction dates: Jan 24–25, 2026; filing dated Jan 27, 2026.
• Withheld shares (tax): 2,111 @ $158.94 = $335,522 (1/24); 3,897 @ $158.94 = $619,389 (1/25); 29,268 @ $158.94 = $4,651,856 (1/25). Total withheld = 35,276 shares for $5,606,767.
• Award issued: 59,582 shares on 1/25/2026 (reported as acquisition under Rule 16b‑3(d)).
• Net change: +24,306 shares (59,582 issued − 35,276 withheld).
• Footnotes: F1/F3 = issuer withheld shares to cover tax withholding on vesting; F2 = issuance upon satisfaction of performance criteria for Performance Shares.
• Shares owned after transaction: not provided in the supplied filing details.
• Filing timeliness: filing dated Jan 27, 2026 reporting Jan 24–25 transactions; no late‑filing flag provided in the supplied data.

Context
The issuance reflects the vesting/payment of performance share awards rather than a cash purchase by the insider. The disposals reported (code F) are routine share‑withholdings by the company to satisfy tax obligations and should not be interpreted as open‑market selling by the CEO. Performance share vesting is a common form of long‑term compensation and results in an ownership increase net of withholding.