Hegarty Kieran 4

What Happened

• Kieran Hegarty, President, Materials Processing at Terex Corporation (TEX), had 9,785 shares withheld to cover taxes on vested restricted stock (disposed at $59.41 each for $581,327) and was granted a total of 17,674 restricted stock units (RSUs) on March 15, 2026. The RSU grants carry time- and performance-based vesting conditions and were recorded as acquisitions at $0.00.

Key Details

• Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (timely).
• Tax withholding: 9,785 shares withheld and disposed at $59.41 per share; gross value of withheld shares = $581,327 (transaction code F).
• RSU grants: 6,186 RSUs + 5,744 RSUs + 5,744 RSUs = 17,674 RSUs (transaction code A); recorded at $0.00 since these are awards, not cash purchases.
• Vesting / conditions (from filing footnotes):
  • 6,186 RSUs: time-based, vest 1/3 on March 15, 2027, 1/3 on March 15, 2028, 1/3 on March 15, 2029, subject to continued employment.
  • 5,744 RSUs: performance-based tied to targeted ROIC for 2026–2028; if met, vest in Q1 2029 (amount may be adjusted up/down).
  • 5,744 RSUs: performance-based tied to peers-based TSR percentile for 2026–2028; if met, vest in Q1 2029 (amount may be adjusted up/down).
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Filing code meanings: F = tax withholding (disposition of shares to satisfy tax), A = award/grant.

Context

• The 9,785-share disposition was a tax-withholding event tied to vesting of restricted stock, not an open-market sale — a routine administrative transaction rather than a deliberate sell signal.
• RSUs are contingent rights to receive one share upon vesting; time-based and performance-based RSUs do not represent immediate ownership until vesting conditions are met.
• These grants are common forms of executive compensation and should be viewed as compensation/retention tools rather than directional market bets.