Smestad Jennifer O. 4

What Happened
Jennifer O. Smestad, Vice President, General Counsel & Corporate Secretary of Otter Tail Corporation, received 6,000 shares upon vesting of a 2023 Performance Share Award (valued at $86.43/share, ~$518,580) on Feb 11, 2026. To cover tax withholding on that vesting, 3,031 shares were withheld/treated as disposed (at $86.43/share, ~$261,969). Separately, on Feb 10, 2026 she was granted 1,100 restricted stock units (RSUs) (recorded as derivative awards at $0.00).

Key Details

• Transaction dates: RSU grant 2026-02-10; performance-share vesting and withholding 2026-02-11. Form filed 2026-02-12 (timely within SEC rules).
• Award received: 6,000 performance shares @ $86.43 = $518,580.
• Tax withholding: 3,031 shares withheld/disposed @ $86.43 = $261,969 (coded F for tax withholding).
• RSU grant: 1,100 restricted stock units @ $0.00 (derivative award).
• Shares owned after transaction: not specified in the reported data. Footnote F3 explains what counts in “total direct holdings,” but the filing did not list a post-transaction total.
• Notable footnotes: F1—6,000 shares represent vested performance-share award (granted 2023). F2—3,031 shares were withheld to pay taxes, exempt under Rule 16b-3(e). F4—each RSU equals a contingent right to one share. F5—RSUs vest in four equal annual installments starting on the date shown.

Context
This filing reflects routine equity compensation activity: a performance award vesting (acquisition) and shares withheld to satisfy tax obligations (disposition). The RSU grant is a derivative award with multi-year vesting. Such transactions are typically administrative and do not by themselves indicate insider market sentiment.