Nicolelli Maurizio 4

What Happened

• Nicolelli Maurizio, Executive Vice President & CFO, had performance-based restricted stock units (PRSUs) from Feb 15, 2023 vest based on achieved performance targets for the period ending Dec 31, 2025. On Jan 26, 2026 she was issued a total of 33,232 shares (11,458 + 21,774) at $0.00 as the PRSUs were deemed earned.
• To satisfy tax withholding obligations, 13,078 of those shares (4,509 + 8,569) were surrendered (code F) at $42.64 per share, resulting in withholding of approximately $557,646 (reported values: $192,264 and $365,382). These were not open-market sales but shares withheld to cover taxes.

Key Details

• Transaction date: January 26, 2026; Form 4 filed January 28, 2026 (appears timely).
• Acquired (award): 33,232 shares @ $0.00 (total from vested PRSUs).
• Disposed (tax withholding): 13,078 shares @ $42.64, total ~$557,646 (two entries: 4,509 shares ~$192,264; 8,569 shares ~$365,382).
• Shares owned after the transaction: not specified in the provided filing details.
• Footnotes: (F1) PRSUs were granted Feb 15, 2023 and deemed earned after the Compensation Committee certified performance for the period ending 12/31/2025. (F2) Withholding value computed using the Nasdaq prior-day closing price per the 2018 Omnibus Incentive Plan.
• Transaction codes: A = award/grant; F = shares surrendered to satisfy tax withholding (cashless withholding), not an open-market sale.

Context

• This is a routine vesting of performance-based compensation and a tax-withholding transaction, not a discretionary open-market sale or purchase by the insider. Such awards reflect company compensation outcomes rather than a direct signal of the insider’s personal buying/selling intent.