Garthwaite Michael P. 4

What Happened

• Michael P. Garthwaite, VP (President, Products Pipelines) at Kinder Morgan (KMI), had restricted stock units (RSUs) vest on July 18, 2026, resulting in 15,915 shares being settled to him. Simultaneously, 4,145 of those shares were withheld by the issuer to satisfy tax withholding (valued at $133,884 using $32.30/share). Separately, on July 16, 2026 he sold 1,550 shares in an open-market transaction under a pre-existing 10b5-1 plan for a weighted average price of $32.52, proceeds $50,400.
• These RSU settlements are not a cash option exercise — they are awards converted into shares on the vesting date. The withholding is a routine tax payment; the small open-market sale was executed under a Rule 10b5-1 trading plan.

Key Details

• Transaction dates and prices:
  • 07/16/2026: Open-market sale — 1,550 shares at weighted avg $32.52, proceeds $50,400 (sales ranged $32.295–$32.62).
  • 07/18/2026: RSU vesting — 15,915 shares settled (no cash paid); 4,145 shares withheld for taxes at $32.30/share (tax value $133,884).
• Footnotes of note:
  • 10b5-1 trading plan in place (adopted Dec 9, 2025) for the open-market sale.
  • RSUs vested on July 18, 2026; each RSU converts to one share.
  • Tax withholding was effected by share retention by the issuer.
• Shares owned after the transactions: not specified in the filing.
• Filing timeliness: Form 4 was filed July 20, 2026 for transactions on July 16 and July 18 — appears timely under Form 4 rules (filed within required days).

Context

• This was primarily an award settlement (RSU vesting) with routine tax withholding; part of the vested shares were also sold under an existing 10b5-1 plan. Such withholding and planned sales are common and do not, by themselves, indicate a change in insider sentiment.