ADP VP Christopher D'Ambrosio Sells 1,872 Shares

What Happened

Christopher D'Ambrosio, Corporate Vice President at Automatic Data Processing, reported a mix of transactions around a restricted stock unit grant and subsequent share dispositions. On 2026-09-01 he was granted 2,565 restricted stock units (RSUs) (reported as an award at $0). Also on 2026-09-01, 1,735.776 shares were surrendered/treated as disposed to satisfy tax withholding obligations at $283.49 per share (total value reported $492,075). On 2026-09-02 he sold 1,872 shares in an open-market transaction at $283.00 per share for $529,776.

These actions are primarily sales/withholding rather than purchases (not a bullish purchase). The RSU grant creates future ownership as units vest; the withheld shares reflect tax payment rather than a voluntary sale, and the open-market sale was executed under a pre-established trading plan.

Key Details

• Dates and prices:
  • 2026-09-01: Award of 2,565 RSUs (A) — $0 reported value for the grant.
  • 2026-09-01: Tax withholding (F) — 1,735.776 shares disposed at $283.49/share = $492,075.
  • 2026-09-02: Open-market sale (S) — 1,872 shares at $283.00/share = $529,776.
• Shares owned after transaction: Not disclosed in this Form 4.
• Footnotes:
  • F1: RSUs convert to common stock one-for-one and vest ratably over 3 years.
  • F2: The open-market sale was effected under a Rule 10b5-1 trading plan adopted by the reporting person in September 2025.
• Filing timeliness: Form 4 filed 2026-09-03 for transactions on 2026-09-01 and 2026-09-02; no late filing indicated.

Context

• The 1,735.776-share disposition labeled F reflects shares surrendered to cover tax liability on the RSU grant (a common cashless/withholding mechanism), not an independent market sale for proceeds.
• The open-market sale was done under a 10b5-1 plan, which is a pre-arranged trading plan that can indicate systematic/automated sales rather than opportunistic insider selling.
• RSU grants vest over time; the awarded 2,565 units will convert to shares as they vest ratably over three years.