Kendrick Megan A. 4

What Happened

• Megan A. Kendrick, Senior Vice President of Human Resources at NWPX Infrastructure (NWPX), reported vesting/conversion of multiple Performance Share awards on 2026-03-31. The Form 4 shows three acquisition entries of 2,225, 2,148 and 1,531 shares (total 5,904 shares) pursuant to vesting, and three withholding/disposition entries of 875, 845 and 602 shares to satisfy tax obligations. The withheld shares were valued at $77.86 each, totaling $180,792. The filing also lists three additional “exercise/conversion (M)” entries reported as dispositions (1,902; 1,652; 1,405 shares) related to derivative conversions in the same vesting event.

Key Details

• Transaction date: 2026-03-31; Form 4 filed: 2026-04-02 (timely).
• Withholding price: $77.86 per share; total value withheld: $68,128 + $65,792 + $46,872 = $180,792.
• Shares acquired (per filing): 2,225; 2,148; 1,531 (total 5,904). Shares withheld for taxes: 875; 845; 602 (total 2,322).
• Shares owned after the transactions: not specified in this filing.
• Footnotes: Vesting reflects Performance Shares (F1) with withholding for taxes by issuer (F2). Performance Shares vest based on NWPX total EBITDA margin and vest in installments across multiple measurement dates (see F3–F6). Restricted Stock Unit notes (F7–F8) are also included in the filing disclosures.
• Transaction codes: M = exercise/conversion of derivative (vest/conversion of performance shares); F = payment of exercise price or tax liability (shares withheld).

Context

• This filing reflects award vesting and tax-withholding activity rather than an open-market sale by the insider. Withheld shares to cover taxes are common and do not necessarily indicate selling to monetize gains. The performance awards vest conditionally (0–200% earned) based on EBITDA margin and were scheduled to vest in installments per the footnotes.