McWatters Denise Clark 4

What Happened

• Denise Clark McWatters, EVP, General Counsel & Corporate Secretary of Delek US Holdings (DK), had performance-based restricted stock units (RSUs) vest on March 9–10, 2026. She was credited with 13,513 shares (3,003 on 3/9 and 10,510 on 3/10) recorded as acquisitions at $0 (awarded).
• To cover tax liabilities, 1,723 shares were withheld on 3/9 at $40.13 ($69,144) and 9,883 shares were withheld on 3/10 at $40.64 ($401,645), for total withholding of $470,789. Net of withholding, she retained 1,907 shares from these vestings (1,280 from the 3/9 grant and 627 from the 3/10 grant).
• These were awards/vesting events (not open‑market purchases or voluntary sales); withholding to cover taxes is routine.

Key Details

• Transaction dates and prices:
  • 2026-03-09: Award of 3,003 RSUs (acquired at $0); 1,723 shares withheld at $40.13 ($69,144).
  • 2026-03-10: Award of 10,510 RSUs (acquired at $0); 9,883 shares withheld at $40.64 ($401,645).
• Total awarded: 13,513 RSUs. Total withheld: 11,606 shares (~$470,789). Net retained from these vests: 1,907 shares (approx. $76,849 based on the withholding prices).
• Shares owned after the transaction: not reported in this filing.
• Footnotes from the filing:
  • F1: Shares delivered upon the vesting of performance-based restricted stock units.
  • F2: Represents shares withheld for tax purposes upon vesting of equity awards.
• Filing: Report filed 2026-03-11 covering transactions on 3/9–3/10; appears to be filed within the standard two-business-day Form 4 window.

Context

• This filing documents RSU vesting and tax-withholding — a common, routine corporate compensation event. It is not an open-market sale or purchase that signals a change in insider conviction. The withheld shares represent payment of tax obligations due at vesting (cashless withholding), not a discretionary sale.