MACFARLANE CHARLES S 4

What Happened Charles S. Macfarlane, President & CEO of Otter Tail Corporation (OTTR), had 47,700 shares vest on Feb 11, 2026 from a performance share award (valued at $86.43/share, ~$4,122,711). To satisfy tax withholding on that vesting, 23,515 shares were withheld/disposed at $86.43/share (≈ $2,032,401). Separately, on Feb 10, 2026 he was granted 9,400 restricted stock units (RSUs), a contingent right to receive shares (no immediate cash value).

Key Details

• Primary vesting date: 2026-02-11 — 47,700 shares acquired at $86.43 ($4,122,711).
• Tax withholding: 2026-02-11 — 23,515 shares withheld/ disposed at $86.43 ($2,032,401); withholding exempt under Rule 16b-3(e) (footnote).
• Additional grant: 2026-02-10 — 9,400 RSUs (derivative award, $0 immediate cash value); each RSU converts to one share and vests in four equal annual installments beginning on the date shown.
• The performance award that vested was originally granted in 2023 (vesting upon achievement of performance criteria).
• Shares owned after the transactions are not specified in the provided filing.
• Filing date: 2026-02-12 for transactions on Feb 10–11, 2026 — appears timely (no late filing indicated).

Context

• The 47,700-share transaction is a vesting of compensation (an acquisition), while the 23,515-share disposal reflects shares withheld to pay taxes — a routine administrative action rather than an open-market sale.
• RSUs are a form of deferred compensation (contingent rights to shares) and will convert to shares according to the stated vesting schedule.
• For retail investors: vesting and tax-withholding transactions are common and don’t necessarily signal the insider’s market view; outright purchases are typically more informative about bullish conviction.