SCHELLER WALTER J 4
4 · WARRIOR MET COAL, INC. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Warrior Met (HCC) CEO Walter J. Scheller Receives Awards, Sells Shares
What Happened
- Walter J. Scheller, CEO of Warrior Met Coal, received 117,650 shares on Feb 9, 2026 (issuance of performance-based RSUs) and had 54,298 shares disposed to cover tax withholding, generating about $5.10M in withholding proceeds.
- Breakdown: 117,650 shares were issued as earned performance-based RSUs (no cash cost). Withholding/disposals were 52,179 shares at $94.00 (≈ $4,904,826) on Feb 9 and 2,119 shares at $90.31 (≈ $191,367) on Feb 10. Additionally, on Feb 10 there was conversion/exercise of derivative RSUs (4,776 shares acquired and a like amount recorded as derivative-disposed in the filing).
Key Details
- Transaction dates and prices:
- 2026-02-09: Award/issuance of 117,650 RSU shares (A) @ $0.00.
- 2026-02-09: Tax withholding/disposal of 52,179 shares (F) @ $94.00 → ~$4,904,826.
- 2026-02-10: Conversion/exercise of 4,776 derivative RSU shares (M) @ $0.00 (acquired).
- 2026-02-10: Tax withholding/disposal of 2,119 shares (F) @ $90.31 → ~$191,367.
- 2026-02-10: A 4,776-share derivative entry is also shown as disposed (M) in the filing (related to RSU conversion/settlement).
- Total withheld/disposed: 54,298 shares for about $5,096,193 (~$5.10M).
- Shares owned after the transactions: not stated in the provided excerpt — see the full Form 4 for post-transaction holdings.
- Notable footnotes:
- F1: The 117,650 shares reflect earned performance-based RSUs (performance period Jan 1–Dec 31, 2025) and the issuance is exempt from short-swing liability under Rule 16b-3(d).
- F2: The disposals reflect share withholding to satisfy tax withholding obligations.
- F3–F6: Describe vesting/settlement mechanics and grant plans (2017 Equity Incentive Plan).
- Filing timing: The Form 4 was filed Feb 17, 2026 for transactions on Feb 9–10, 2026. That appears to be after the usual two-business-day Form 4 reporting window; check the full filing for any timeliness notation.
Context
- These transactions are primarily award issuances and tax-withholding-related share disposals — common administrative actions when RSUs vest/settle. The withheld/disposed shares were used to satisfy tax liabilities (not necessarily open-market sales by the insider).
- The filing also shows conversion/exercise of RSUs (derivative activity). Where RSUs convert to shares and shares are withheld or sold immediately for taxes, this is effectively a cashless settlement to meet tax obligations rather than a deliberate market sell signal.
Insider Transaction Report
Form 4
SCHELLER WALTER J
DirectorCHIEF EXECUTIVE OFFICER
Transactions
- Award
Common Stock
[F1]2026-02-09+117,650→ 417,315 total - Tax Payment
Common Stock
[F2]2026-02-09$94.00/sh−52,179$4,904,826→ 365,136 total - Exercise/Conversion
Common Stock
[F3]2026-02-10+4,776→ 369,912 total - Tax Payment
Common Stock
[F2]2026-02-10$90.31/sh−2,119$191,367→ 367,793 total - Exercise/Conversion
Restricted Stock Units
[F5]2026-02-10−4,776→ 9,553 total→ Common Stock (4,776 underlying)
Holdings
- 3,975
Restricted Stock Units
[F4]→ Common Stock (3,975 underlying) - 8,590
Restricted Stock Units
[F6]→ Common Stock (8,590 underlying)
Footnotes (6)
- [F1]Represents the issuance of (i) 47,648 shares of common stock of the issuer earned pursuant to the performance-based restricted stock units ("RSUs") granted to the reporting person on February 8, 2023, (ii) 31,794 shares of common stock of the issuer earned pursuant to the performance-based RSUs granted to the reporting person on February 8, 2024, and (iii) 38,208 shares of common stock of the issuer earned pursuant to the performance-based RSUs granted to the reporting person on February 10, 2025, each based on the issuer's performance during the performance period from January 1, 2025 through December 31, 2025. This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3(d) thereunder.
- [F2]Represents the withholding of shares for tax purposes.
- [F3]Represents the vesting and settlement of time-based RSUs, which convert into common stock on a one-for-one basis.
- [F4]The RSUs were granted to the reporting person under the Warrior Met Coal, Inc. 2017 Equity Incentive Plan, and vest in equal installments on each of the first three anniversaries of February 8, 2024, the date of grant.
- [F5]The RSUs were granted to the reporting person under the Warrior Met Coal, Inc. 2017 Equity Incentive Plan, and vest in equal installments on each of the first three anniversaries of February 10, 2025, the date of grant.
- [F6]The RSUs were granted to the reporting person under the Warrior Met Coal, Inc. 2017 Equity Incentive Plan, and vest in equal installments on each of the first three anniversaries of February 9, 2026, the date of grant.
Signature
/s/ Kelli K. Gant, by power of attorney|2026-02-17