Fonseca Lidia 4

What Happened

• Lidia Fonseca, Executive Vice President at Pfizer, settled an earn‑out of stock appreciation rights (SARs) on Feb 25, 2026. The SARs converted to a gross award of 56,888 Pfizer shares valued at $33.82/share (~$1,923,952).
• To cover tax obligations and the exercise price, 54,066 shares were withheld at $26.92 (≈ $1,455,457) and 1,058 shares were withheld at $27.09 (≈ $28,661). The derivative instruments (56,888 SARs) were disposed/terminated as part of the settlement.
• Net shares retained by Fonseca after withholding: 56,888 − 55,124 = 1,764 shares (roughly ~$60k at the $33.82 valuation). This was an earn‑out settlement (not an open‑market purchase or sale).

Key Details

• Dates and amounts:
  • 2026-02-25: Exercise/settlement of 56,888 SARs (code M) — gross value reported at $33.82/share = $1,923,952.
  • 2026-02-25: Withholding to satisfy tax liability — 1,058 shares @ $27.09 = $28,661 (code F).
  • 2026-02-25: Withholding to cover exercise price — 54,066 shares @ $26.92 = $1,455,457 (code F).
  • 2026-02-25: Disposal/termination of 56,888 derivative SARs (code M, $0 reported).
• Shares owned after transaction: Not specified in this filing.
• Footnotes: F1 indicates this was an earn‑out settlement of SARs (including dividend equivalents). F2 and F3 confirm share withholding to satisfy taxes and cover the exercise price. F4 notes the settlement used the 20‑day average closing price ending on the settlement date to determine value.
• Timeliness: Transaction date 2026-02-25; Form 4 filed 2026-02-27 — appears to be filed within the standard 2‑business‑day period.

Context

• This was a derivative settlement (SAR earn‑out) rather than an open‑market trade. The filing shows a cashless/stock‑settlement style outcome where most shares were withheld to meet tax and exercise obligations, leaving a small net share receipt.
• Such internal settlements are typically routine compensation/earn‑out events and do not by themselves indicate a change in the insider’s market view.