SANDERSON MATTHEW 4

What Happened

• Matthew Sanderson, Executive Vice President of Tetra Technologies (TTI), had restricted stock units (RSUs) vest on Feb 25, 2026. Two awards converted into a total of 31,066 shares (15,942 and 15,124 shares) at an exercise/conversion price of $0.00.
• To cover tax withholding on the vesting, Sanderson surrendered 7,950 and 6,353 shares (total 14,303 shares) at $11.14 per share, producing withholding value of $88,563 and $70,772 respectively (combined ≈ $159,335). Net shares retained after withholding: 16,763.
• These entries are recorded as derivative exercises/conversions (code M) and tax-withholding disposals (code F). This was a routine vesting/tax-withholding event, not an open-market sale for investment purposes.

Key Details

• Transaction date: 2026-02-25; Filing date: 2026-02-27 (Form 4 filed timely).
• Exercise/conversion: 15,942 and 15,124 RSUs → 31,066 shares at $0.00 (codes M).
• Tax withholding: 7,950 shares ($88,563) and 6,353 shares ($70,772) surrendered at $11.14 (code F); total ≈ $159,335.
• Net new shares received: 16,763.
• Shares owned after transaction: Not disclosed in the provided filing excerpt.
• Notable footnotes:
  • F1/F3: These were vested RSUs (one grant dated Feb 22, 2023; another Feb 19, 2024).
  • F2/F4: Units surrendered to issuer for tax withholding upon vesting.
  • F5: The 2023 award has no remaining unvested portion.
  • F6: The remaining portion of the 2024 award vests every six months, fully vesting by Feb 25, 2027.

Context

• This was a vesting-and-withholding event (common for executives receiving RSUs). The RSUs converted to shares at no exercise cost; shares were withheld/surrendered to satisfy tax obligations rather than sold on the open market. Such withholding transactions are routine and typically do not signal a change in confidence or a directional bet by the insider.