Gutmann Kathleen M. 4

What Happened

• Kathleen M. Gutmann, President — International, Healthcare and SCS at United Parcel Service (UPS), had 1,831 restricted performance units (RPUs) vest and convert into common shares on Feb 13, 2026. Of those shares, 872 were withheld/sold to cover tax obligations at $99.19 per share, generating $86,494 in tax withholding. The vesting therefore resulted in a net increase of 959 shares to her holdings.
• This was not an open-market purchase or discretionary sale for investment purposes but a routine conversion/vesting of performance-based equity with shares withheld to satisfy tax liability.

Key Details

• Transaction date: 2026-02-13 (Form filed 2026-02-13).
• Vesting/conversion: 1,831 RPUs converted to shares (transaction code M — exercise/conversion of derivative).
• Tax withholding: 872 shares withheld/disposed at $99.19 = $86,494 (transaction code F — payment of tax liability).
• Net shares added: 1,831 − 872 = 959 shares retained by the insider.
• Shares owned after transaction: not fully itemized on this filing; filing notes 2,678.5814 shares are included in the reporting person's 401(k) account (footnote F1).
• Footnotes: One unit = one UPS Class A share (F2). RPUs vested upon certification of financial results by the Compensation and Human Capital Committee on Feb 4, 2026 (F3).
• Filing timeliness: Reported on the transaction date; no late filing indicated.

Context

• This is a standard equity compensation vesting event. The RPUs were earned and converted to shares upon performance certification, and a portion was withheld to cover taxes (commonly done instead of a cash tax payment).
• Such tax-withholding dispositions are routine and do not necessarily indicate a change in the insider’s market view. Purchases would be a stronger bullish signal; this filing reflects compensation settlement rather than a buy or sell decision.