SCHELLER WALTER J 4

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.