Kelsey Todd P. 4

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.