McGraner Matt 4

What Happened

• Matt McGraner (Executive VP, Chief Investment Officer & Secretary) had restricted stock units (RSUs) vest/convert in early April 2026 and sold a portion of the resulting shares to satisfy tax withholding.
• On 2026-04-02 he was granted 95,003 RSUs (new award). On 2026-04-03, approximately 26,582.625 RSUs converted to common shares; of those, 7,666.566 shares and 3,316.81 shares were withheld/sold at $54.88 per share to cover tax liabilities, producing proceeds of $420,741 and $182,027 respectively (total $602,768). The transactions are reported as derivative exercises (M) with tax withholding dispositions (F).

Key Details

• Transaction dates: RSU grant 2026-04-02; conversions and tax-withholding sales 2026-04-03. Form 4 filed 2026-04-06.
• Sale details for tax withholding: 7,666.566 shares @ $54.88 = $420,741; 3,316.81 shares @ $54.88 = $182,027; total proceeds $602,768.
• Net: roughly 26,583 RSUs converted and ~10,983 shares sold/withheld for taxes, leaving a net increase of ~15,600 common shares from those conversions. The new 95,003 RSU grant remains unvested per its schedule.
• Footnotes: F1 explains each RSU equals a contingent right to one share. F3–F5 detail vesting schedules for the 2024–2026 RSU grants. F2 notes some shares are held in a trust for which McGraner is trustee and he disclaims beneficial ownership except for pecuniary interest.
• Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (withholding). No 10b5-1 plan or late-filing indication stated.

Context

• These sales were tax-withholding related following RSU vesting (a common, routine practice), not an open-market discretionary sale indicating a change in sentiment.
• The 95,003 RSU grant vests over 2027–2030 (one-fourth at each listed date); settlement is typically within 10 days of vesting and may be in cash at the Compensation Committee’s discretion.
• For retail investors: withholding sales reduce outstanding insider dilution and are routine; they do not necessarily signal the insider’s view of the company’s outlook.