MACFARLANE CHARLES S 4

What Happened
Charles S. MacFarlane, President & CEO of Otter Tail Corporation, had restricted stock units (RSUs) convert into 9,125 shares on 2026-02-06. The company withheld 4,277 of those shares to satisfy tax withholding obligations at a per-share value of $87.83, totaling $375,649 in tax withholding. The net shares delivered to him were 4,848 (9,125 acquired minus 4,277 withheld). These were conversions/vestings of RSUs (derivative transactions), not open-market purchases or sales.

Key Details

• Transaction date: 2026-02-06; Form 4 filed 2026-02-09 (filed timely).
• Primary actions reported: M = exercise/conversion of derivative (RSU settlement) for 9,125 shares; F = shares withheld for tax payment of 4,277 shares at $87.83/share = $375,649.
• Net shares received by insider: 4,848 shares (9,125 acquired − 4,277 withheld).
• Footnotes of note:
  • F1/F4: These are restricted stock units (each RSU = right to one share); RSUs vest in four equal annual installments beginning on the date shown.
  • F2: Shares withheld by the corporation to pay taxes are exempt under Rule 16b-3(e).
• Shares owned after the transaction: not specified in the provided filing excerpt.

Context

• This was a routine RSU vesting/conversion (derivative settlement), not a purchase or an open-market sale. The withholding of shares to cover taxes is a common administrative step and does not necessarily signal a buy/sell market view.
• For retail investors, vested RSUs increasing an insider’s holdings (net of withholding) is informational but typical for compensation; it’s factual disclosure rather than a trading “vote.”