MINICUCCI BENITO 4

What Happened
Benito Minicucci, CEO, President and a director of Alaska Air Group (ALK), received 38,757 shares on Feb 10, 2026 upon vesting of performance stock units (PSUs). On the same date 13,317 shares were withheld/disposed to satisfy tax withholding obligations (priced at $59.14 each, equal to $787,567). He was also granted 72,310 restricted stock units (RSUs) (derivative award) on Feb 10, 2026.

Key Details

• Transaction date: February 10, 2026; Form 4 filed February 12, 2026 (within the 2-business-day reporting window).
• PSU vest: 38,757 shares acquired at $0.00 (result of PSU vesting for the 3-year period ending 12/31/2025; performance certified by the Compensation Committee).
• Tax withholding: 13,317 shares disposed at $59.14 each to satisfy tax obligations; total value ≈ $787,567. This withholding was an exempt disposition to the issuer under Rule 16b-3(e).
• RSU grant: 72,310 RSUs (derivative award) acquired at $0.00; each RSU represents a contingent right to one share.
• RSU vesting schedule: 24,103 shares on 02/10/2027; 24,103 on 02/10/2028; 24,104 on 02/10/2029.
• Shares owned after transaction: not specified in the provided filing excerpt.

Context
This was not an open-market purchase or sale by the CEO but routine equity compensation activity: PSUs vested based on multi-year performance, triggering share delivery and tax-withholding via share surrender. RSUs are future contingent awards that vest over the next three years. These transactions are typical executive compensation settlements and do not by themselves indicate a deliberate market buy/sell decision.