BAKKER GERBEN 4

What Happened

• Gerben Bakker, Chairman, President & CEO of Hubbell Inc. (HUBB), had performance-share awards vest on February 10, 2026. Two award events delivered 7,636 and 6,490 shares (total 14,126) at $0 per share (awarded).
• To satisfy tax obligations, 3,539 and 3,008 shares (total 6,547) were withheld/disposed at $505.37 per share, producing payments of $1,788,504 and $1,520,153 respectively (total withheld ≈ $3,308,657). The net result is an increase of approximately 7,579 shares retained by Bakker.
• These dispositions are tax withholdings (routine), not open-market sales.

Key Details

• Transaction date: February 10, 2026. Form 4 filed February 12, 2026 (timely — within the typical two-business-day window).
• Award entries: 7,636 and 6,490 shares reported as acquisitions (code A) at $0.00.
• Withholding entries: 3,539 and 3,008 shares reported as dispositions for tax payment (code F) at $505.37 each; total cash withheld ≈ $3,308,657.
• Shares owned after transaction: total holdings not specified in the filing; net increase from these events ≈ +7,579 shares.
• Footnotes of note:
  • F1: Shares vested from a performance award granted Feb 7, 2023, which paid out at 200% of target based on the Company’s Adjusted Operating Profit Margin.
  • F3: Shares vested from a performance award (Feb 7, 2023) that paid out at 170% of target based on Relative Total Shareholder Return vs. the S&P Capital Goods 900 Index.
  • F2: Shares withheld to cover taxes upon vesting.

Context

• These transactions reflect vesting of performance-based restricted stock — the filings show awards and tax withholding, not discretionary open-market sales. Withholding to cover taxes is routine and does not necessarily signal insider selling for investment reasons.
• The awards vested above target (200% and 170%), indicating the company’s performance metrics under those plans were met or exceeded for the performance periods specified; this is descriptive of plan outcomes, not a prediction of future results.
• For investors, the key takeaway is that the CEO received a material equity award that increases his stake (net ≈ 7,579 shares) while a portion was retained by the company/issuer to satisfy payroll/tax obligations.