Kay Christopher E. 4

What Happened

• Christopher Kay (Sr. Executive Vice President) received 3,983 performance-vested restricted stock units (RSUs) that settled in shares on Feb 13, 2026. The RSUs were issued at no cost (award/vesting).
• To cover tax withholding upon settlement, 1,845 shares were withheld/disposed at an attributed value of $228.71 per share, totaling $421,970. Net new shares retained by Christopher = 3,983 − 1,845 = 2,138 shares.

Key Details

• Transaction date: Feb 13, 2026; Filing date: Feb 18, 2026 (appears to be one business day late vs. the usual Form 4 deadline).
• Award details: 3,983 shares issued pursuant to performance-vested stock units granted Jan 31, 2023 under the 2019 Equity Incentive Compensation Plan; earned based on performance for the 3-year period ended Dec 31, 2025.
• Included in the 3,983 shares are 389 shares issued as dividend equivalent units (per filing footnote).
• Price paid: $0.00 for the RSUs (they were awards), withholding executed by surrendering 1,845 shares to cover taxes (transaction code F).
• Shares owned after transaction: not stated in the provided excerpt of the filing.

Context

• This was not an open-market sale or purchase — it was the settlement of performance-vested RSUs and a routine tax-withholding disposition. Such withholding transactions are common when equity awards vest and do not necessarily indicate a change in insider sentiment.
• Performance-vested RSUs reflect pay earned based on pre-established company performance metrics (here for 2023–2025), not a new cash purchase by the insider.