ROGELSTAD TIMOTHY J 4

What Happened

• Timothy J. Rogelstad, Senior VP—Electric Platform at Otter Tail Corporation, received equity awards and had shares withheld for taxes upon vesting. On 2026-02-11 he was credited with 8,400 shares from a vested Performance Share Award valued at $86.43 per share (total value $726,012). Also on 2026-02-11, 4,212 of those shares were withheld (disposed) to cover tax liabilities at the same per-share price (value $364,043). On 2026-02-10 he was granted 1,600 restricted stock units (RSUs) listed as derivative awards (acquisition value $0 at grant).

Key Details

• Transaction types/codes: A = Award/Grant, F = Tax withholding to satisfy tax liability.
• Dates & prices: 2026-02-11 — 8,400 shares @ $86.43 (awarded); 2026-02-11 — 4,212 shares @ $86.43 (withheld for taxes); 2026-02-10 — 1,600 RSUs @ $0 (grant of derivative units).
• Values: Awarded shares valued at $726,012; withheld shares valued at $364,043.
• Shares owned after transaction: Not explicitly reported in the filing. Footnote F3 states total direct holdings include shares from dividend reinvestment, ESPP, Restricted Stock Awards and Performance Share Awards.
• Notable footnotes: F1 — award represents vesting of a 2023 Performance Share Award; F2 — shares were withheld to pay taxes and are exempt under Rule 16b-3(e); F4/F5 — each RSU equals a contingent right to one share and vests in four equal annual installments beginning on the date shown.
• Filing timeliness: Form filed 2026-02-12 covering 2026-02-10/11 transactions; the filing shows no late-filing indicator.

Context

• This was a compensation vesting event, not an open-market purchase or sale; the reduction in reported shares reflects tax withholding rather than a voluntary sale. The 1,600 RSUs are contingent/locked awards that vest over multiple years (four equal annual installments). These routine compensation transactions are common for executives and do not, by themselves, indicate a buy/sell signal.