McDermott Michael 4

What Happened

• Michael McDermott, Executive Vice President at Pfizer, reported the earn-out/settlement of stock appreciation rights (SARs) on Feb 25, 2026. He received 37,925 shares valued at $33.82 each (total reported value $1,282,624) as the SARs were settled in Pfizer common stock.
• A total of 40,226 shares were withheld/disposed to cover the exercise price and tax withholding: 36,044 shares withheld to cover the exercise price (36,044 @ $26.92 = $970,304), 679 shares withheld for tax (679 @ $27.09 = $18,394), and 3,503 shares withheld for taxes related to RSU vesting (3,503 @ $27.10 = $94,931). The SAR settlement line itself shows the derivative conversion (37,925 shares) with a $0 cash amount reported.

Key Details

• Transaction dates: primary activity on 2026-02-25 (filing dated 2026-02-27). Filing appears to be within the typical two-business-day Form 4 window.
• Exercise/Conversion: 37,925 shares acquired via SAR earn-out at $33.82 each (total $1,282,624).
• Withholding/dispositions (to cover exercise price and taxes): 36,044 shares @ $26.92; 679 shares @ $27.09; 3,503 shares @ $27.10 (total withheld 40,226 shares; aggregate withheld value reported $1,083,629).
• Shares owned after transaction: not specified in the filing.
• Transaction codes: M = exercise/conversion of derivative (SAR earn-out); F = withholding of shares for taxes/payment of exercise price.
• Relevant footnotes: F1–F3/F5 indicate these were SAR earn-out and withholding transactions (tax and exercise-price withholdings); F4 notes the 20-day average closing price was used for settlement pricing; F6 notes these SARs are subject to vesting/settlement terms (settlement in shares on the fifth anniversary per grant terms).

Context

• This was not an open-market purchase or sale by McDermott but an internal settlement of SARs where shares were issued and then partly withheld to satisfy exercise costs and tax obligations—commonly called a cashless exercise/withholding.
• Such withholding transactions are routine for compensatory awards and do not, by themselves, signal a buy or sell decision in the open market.