KNUTSON PAUL L 4

What Happened Paul L. Knutson, Vice President, Human Resources at Otter Tail Corporation (OTTR), received 3,600 shares upon vesting of a performance share award on 2026-02-11 valued at $86.43 each (total $311,148). To cover tax withholding related to the vesting, 1,592 of those shares were withheld (disposed) at the same price, a withholding value of $137,597. In addition, on 2026-02-10 he was granted 800 restricted stock units (RSUs) (derivative awards, no immediate cash value).

Net of the withholding, Knutson received 2,008 shares from the vesting (3,600 less 1,592), plus he now holds 800 RSUs that vest over time.

Key Details

• Transaction dates and prices:
  • 2026-02-11: 3,600 shares acquired (Performance Share vesting) at $86.43 — $311,148 total (code A).
  • 2026-02-11: 1,592 shares withheld to pay taxes at $86.43 — $137,597 (code F; tax withholding/disposition).
  • 2026-02-10: 800 restricted stock units granted (derivative, $0 immediate cash) (code A).
• Net immediate shares received: 2,008 shares after tax withholding.
• Shares owned after the transactions: not specified in the provided excerpt of the filing.
• Footnotes of note:
  • F1: Shares came from vesting of a 2023 Performance Share Award.
  • F2: Withheld shares were retained by the company to pay taxes and are exempt under Rule 16b-3(e).
  • F4–F5: Each RSU equals a contingent right to one share; RSUs vest in four equal annual installments beginning on the date shown.
• Filing timeliness: Form 4 filed 2026-02-12 for transactions on 2026-02-10/11 — appears timely (within standard Form 4 filing window).

Context These transactions reflect award vesting and routine tax withholding, not an open-market buy or sell. Award vesting increases the insider’s holdings (net +2,008 shares), while the RSUs represent future contingent shares that vest over time.