Payton Cassandra 4

What Happened

• Cassandra Payton, EVP and General Counsel of Simpson Manufacturing (SSD), had performance stock units settle on Feb 17, 2026. She was issued 963 shares (award/acquisition at $0.00). To satisfy withholding obligations, 749 shares were surrendered/withheld at an effective price of $209.01 per share, generating $156,548 in value for tax purposes. Net delivery to Payton was 214 shares (963 awarded minus 749 withheld).
• The award reflects the settlement of performance-based equity rather than an open-market purchase or a voluntary sale; the withheld shares represent a routine tax-withholding disposition.

Key Details

• Transaction date: February 17, 2026 (reported on Form 4 filed Feb 18, 2026). Filing appears timely.
• Award: 963 shares acquired (code A) at $0.00.
• Withholding/disposition: 749 shares withheld/disposed (code F) at $209.01 per share, total $156,548.
• Net shares received by the insider: 214 shares (963 − 749).
• Shares owned after transaction: total holdings not specified in the Form 4 filing. Footnote notes 2,624 restricted stock units remain unvested.
• Footnotes: F1 — performance stock units granted Jan 2023 with performance/vesting period ending Dec 31, 2025; settlement on Feb 17, 2026. F2 — 749 shares withheld to satisfy tax withholding for the settled performance stock units and restricted stock units that vested the same day. F3 — 2,624 RSUs not yet vested.
• Transaction types explained simply: this was a settlement of performance units (award) with company share-withholding to cover tax obligations (a common, non-market sale method).

Context

• The withholding of shares to cover taxes is a routine administrative step and does not necessarily signal the insider’s market view; it differs from an open-market sale because the company retains those shares for tax purposes rather than the insider selling shares on the market.
• Net result is a modest addition of 214 shares to Payton’s holdings from the settled performance award.