Karros Kirt P 4

What Happened

• Karros Kirt (SVP, Treasurer, Corporate Development) exercised 40,282 shares on 2026-07-20 (code M) at an exercise price of $44.56/share, representing $1.79M in underlying value. To cover tax liabilities 16,607 shares were surrendered/withheld (code F) at the same $44.56 price ($740,008). On 2026-07-22 he sold 23,675 shares in an open-market transaction (code S) at $47.02/share for ~$1.11M. The sale was reported as occurring under a trading plan adopted 03/23/26.

Key Details

• Transaction dates and amounts:
  • 2026-07-20: Exercise/conversion — 40,282 shares at $44.56 (Acquired) — $1,794,966.
  • 2026-07-20: Tax withholding — 16,607 shares at $44.56 (Disposed) — $740,008.
  • 2026-07-22: Open-market sale — 23,675 shares at $47.02 (Disposed) — $1,113,199.
• Several small derivative/RSU-related items were credited on 07/15/26 (dividend-equivalent rights reflecting fractional RSUs from prior grants); these are not full share issuances but adjustments tied to earlier RSU grants (see footnotes F1–F6).
• Shares owned after the transactions are not listed in the excerpt of the filing provided.
• Filing timing: Report filed 2026-07-22 for transactions on 07/20/26 — appears to be timely (Form 4 is typically due within two business days).
• Codes: M = option exercise/conversion, F = payment of exercise price/tax withholding, S = sale, A = award/grant.

Context

• This sequence is consistent with a cashless-style exercise: options/exercise resulted in 40,282 shares, some shares were surrendered to satisfy tax withholding, and remaining shares were sold under a pre-established trading plan. Dividend-equivalent credits (fractional RSU amounts) were posted separately on 07/15/26 and do not represent an independent market purchase.
• These are routine insider transactions (exercise + sell) and, absent other information, do not by themselves indicate a change in company outlook.