Kelsey Todd P. 4
4 · PLEXUS CORP · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Plexus (PLXS) CEO Kelsey Todd Converts Awards, Sells Shares
What Happened
- Kelsey Todd (President, CEO & Director) had fiscal‑2023 performance stock units (PSUs) vest and convert to shares on Feb 17, 2026. The conversion produced 18,726 shares (performance payout at 142.4% of target).
- Of those shares, 8,802 were surrendered to cover tax obligations (reported value $1,724,752). Separately, Todd sold 5,231 shares in open‑market trades on Feb 18, 2026 for aggregate proceeds of about $1,024,111 (three block sales at weighted average prices shown below). The filing also shows a related grant/acquisition of 5,576 derivative shares.
Key Details
- Transaction dates: conversion/vesting on 2026-02-17; open‑market sales on 2026-02-18; Form 4 filed 2026-02-19 (timely).
- Tax withholding: 8,802 shares surrendered at $195.95/share = $1,724,752 (F code — tax payment/withholding).
- Open‑market sales (S code, executed under a Rule 10b5‑1 plan adopted 11/20/2025 per F2):
- 1,155 shares at weighted avg $194.47 = $224,616 (trades ranged $194.075–$194.90; F3)
- 1,126 shares at weighted avg $195.59 = $220,229 (trades ranged $195.00–$195.96; F4)
- 2,950 shares at weighted avg $196.36 = $579,266 (trades ranged $196.10–$196.65; F5)
- Derivative/vesting note: PSUs granted in fiscal 2023 vested at 142.4% of target based on relative total shareholder return vs. the S&P 400 (F1).
- Shares owned after the transactions are not specified in the provided excerpt.
Context
- This was largely a conversion of performance awards with shares withheld for taxes and a set of pre‑planned open‑market sales. The withholding (F) is a routine tax‑settlement step following vesting; the open‑market sales were executed under a pre-established Rule 10b5‑1 plan, which can make them routine rather than discretionary. No late filing is indicated in the provided filing.
Insider Transaction Report
Form 4
PLEXUS CORPPLXS
Kelsey Todd P.
DirectorPresident & CEO
Transactions
- Exercise/Conversion
Common Stock, $.01 par value
[F1]2026-02-17+18,726→ 97,324 total - Tax Payment
Common Stock, $.01 par value
2026-02-17$195.95/sh−8,802$1,724,752→ 88,522 total - Sale
Common Stock, $.01 par value
[F2][F3]2026-02-18$194.47/sh−1,155$224,616→ 87,367 total - Sale
Common Stock, $.01 par value
[F2][F4]2026-02-18$195.59/sh−1,126$220,229→ 86,241 total - Sale
Common Stock, $.01 par value
[F2][F5]2026-02-18$196.36/sh−2,950$579,266→ 83,291 total - Award
Performance Stock Units
[F1]2026-02-17+5,576→ 18,726 total→ Common Stock, $.01 par value (5,576 underlying) - Exercise/Conversion
Performance Stock Units
[F1]2026-02-17−18,726→ 0 total→ Common Stock, $.01 par value (18,726 underlying)
Footnotes (5)
- [F1]Based on Company performance during the three-year performance period, 142.4% of the portion of the Performance Stock Units ("PSUs") granted in fiscal 2023 related to the relative total shareholder return ("TSR") of the Company's common stock as compared to companies in the S&P 400 Index vested. As previously disclosed, the reporting person had the opportunity to earn up to 150% of the targeted amount of PSUs based on TSR originally reported.
- [F2]Shares were sold pursuant to a Rule 10b5-1 plan adopted on November 20, 2025.
- [F3]This transaction was executed in multiple trades at prices ranging from $194.075 to $194.90 per share. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- [F4]This transaction was executed in multiple trades at prices ranging from $195.00 to $195.96 per share. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- [F5]This transaction was executed in multiple trades at prices ranging from $196.10 to $196.65 per share. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
Signature
/s/ Todd P. Kelsey, by Kate A. Gitter, Attorney-in-Fact|2026-02-19