SAHNI PAYAL 4

What Happened
Payal Sahni, Executive Vice President of Pfizer, exercised 56,888 stock appreciation rights (SARs) on February 25, 2026. The exercise is reported as having a settlement value of $33.82 per share (56,888 shares x $33.82 = $1,923,952). To satisfy tax withholding and payment of the exercise consideration, 1,083 shares were withheld at $27.09 (value $29,338) and 54,066 shares were withheld at $26.92 (value $1,455,457). After withholding, Sahni retained 1,739 shares (56,888 − 55,149). Based on the reported figures, the net cash value remaining after withholdings is approximately $439,157.

Key Details

• Transaction date: February 25, 2026; Form 4 filed Feb 27, 2026 (period of report 2026-02-25).
• Primary action: Exercise/conversion of derivative (code M) — 56,888 shares at $33.82 (total $1,923,952).
• Withholdings (code F): 1,083 shares @ $27.09 ($29,338) for tax withholding; 54,066 shares @ $26.92 ($1,455,457) to cover exercise price.
• Net shares retained: 1,739. Shares owned after the transaction were not specified in the provided filing.
• Footnotes: F1–F3 indicate this was the earn-out settlement of SARs and that shares were withheld to satisfy tax and exercise obligations; F4 notes settlement used the 20-day average closing price ending on the settlement date.
• Filing timeliness: Filed within two days of the transaction date per the report (no late filing indicated).

Context

• This was a SARs earn-out settlement (derivative exercise) with a cashless-like settlement where a large portion of shares are withheld to cover taxes and exercise consideration — a common, routine outcome for equity settlements.
• Such withholding does not necessarily signal a change in the insider’s view of the company; it primarily reflects tax and payment mechanics tied to the award.
• This transaction is by an executive officer (not a 10% owner) and should be interpreted as an execution of compensation-related rights rather than an open-market purchase or discretionary sale.