Sauer Richard H. 4

What Happened

• Richard H. Sauer, EVP and General Counsel of OUTFRONT Media (OUT), had multiple derivative conversions/exercises and RSU awards on February 20, 2026. Combined activity resulted in acquisition/settlement of shares and the company withholding 26,106 shares to satisfy tax obligations, valued at approximately $682,933 based on the $26.16 closing price that day.
• Transactions reported include several exercises/conversions (transaction code M) and grants/awards (code A). The tax/exercise payment (code F) shows shares were surrendered/withheld rather than sold into the open market.

Key Details

• Transaction date: February 20, 2026. Form 4 filed February 24, 2026 (timely within required filing window).
• Withheld shares for tax/payment: 26,106 shares at $26.16 each = $682,933 (footnote F3).
• Activity included acquisitions (exercises/conversions and RSU settlements) and new RSU grants; some grants/settlements incorporate dividend-equivalent share settlements (F1, F2).
• Footnotes indicate: certain RSUs vest in three equal annual installments starting in 2024, 2025, 2026, or 2027 (F4–F8); some performance-based RSUs were certified as achieved on Feb 20, 2026 (F5).
• Shares owned after the transactions are not specified in the provided excerpt of the filing.

Context

• These transactions appear to be compensation-related (RSU settlements and derivative conversions) with shares withheld to cover taxes — a routine administrative action, not an open-market sale. For derivatives/RSU conversions (code M), the filing shows conversion/settlement into common stock followed by withholding (code F) to meet tax obligations.
• Because this is an award/settlement and tax withholding rather than a voluntary open-market sale, it should not be read as a direct bullish or bearish trading signal.