Downing Steven R 4

What Happened
Steven R. Downing, President and CEO of Gentex Corporation, received performance- and time-based equity awards totaling 167,803 shares (124,311 on 2026-02-17 and 43,492 on 2026-02-19). On 2026-02-17 he also disposed of shares: 35,000 shares sold in the open market at $24.75 for $866,100, and a total of 68,332 shares were surrendered/disposed at $24.89 to satisfy tax liabilities ($1,351,875 for 54,314 shares and $348,908 for 14,018 shares). The awards were granted at $0.00 (no cash purchase).

Key Details

• Transaction dates: 2026-02-17 (grants, open-market sale, tax withholding disposals) and 2026-02-19 (additional grant).
• Grants: 124,311 shares (performance-based) and 43,492 shares (both recorded as acquired at $0.00). Total awarded = 167,803 shares.
• Dispositions: 35,000 shares sold open market at $24.75 ($866,100); 54,314 and 14,018 shares surrendered at $24.89 to cover tax obligations (total ~$2,050,783 in tax-withholding proceeds combined with open-market sale equals ~$2.57M disposed value).
• Shares owned after transaction: Not disclosed in the filing.
• Footnotes in the filing: F1 — 124,311 shares are performance-based, with total number determined by long-term performance incentives; F2 — references purchases through the Gentex ESPP (Section 423[b]); F3 — certain shares vest 100% three years from grant date.
• Filing timeliness: Filing dated 2026-02-19 reporting 2026-02-17 transactions — reported within a typical 2-business-day window.

Context
The grants are equity awards (acquisitions at $0.00) rather than open-market purchases; the large surrender of shares labeled as "Payment of exercise price or tax liability" is a sell-to-cover/tax-withholding action and not an independent bullish or bearish signal. Open-market sale of 35,000 shares is a standard disposition and may reflect diversification or tax planning; the awards generally vest over time (see footnote regarding three-year vesting).