Cesarone Nando 4

What Happened
Nando Cesarone, President — U.S. Operations at United Parcel Service (UPS), had 1,831 restricted/performance units (RPUs) vest and convert into 1,831 shares on Feb 13, 2026. To satisfy tax withholding, 871 of those shares were transferred/disposed at an implied withholding price of $99.19 per share for a total tax withholding of $86,394. The RPUs converted with no cash exercise price ($0), resulting in a net 960 shares delivered to Cesarone.

Key Details

• Transaction date: 2026-02-13.
• Primary actions: conversion/exercise of RPUs (code M) and tax withholding (code F).
• Shares: 1,831 RPUs converted → 1,831 shares; 871 shares withheld at $99.19/share = $86,394; net 960 shares issued to the insider.
• Exercise price: $0 per unit (no cash paid to convert).
• Footnotes: F3 — RPUs vested upon certification of results by the Compensation & Human Capital Committee on Feb 4, 2026. F2 — one unit = one share. F1 — filing notes 336.1485 shares in the reporting person's 401(k) account.
• Timeliness: Report filed on 2026-02-13 for transactions on 2026-02-13 (timely).

Context

• This was an award vesting event (performance units converting to shares), not an open-market purchase. The withholding of 871 shares to cover taxes is a routine administrative step (tax withholding/cashless settlement), not necessarily a sale expressing market sentiment.
• For retail investors: purchases/insider buys are often viewed as stronger signals than routine vesting and withholding. This filing reflects compensation vesting and tax withholding rather than discretionary selling.