Galloway Elizabeth A 4

What Happened

Elizabeth A. Galloway, Executive Vice President and Chief Human Resources Officer of Brinks Co. (BCO), was issued 16,712 shares on Feb 18, 2026 as the settlement of internal metric performance share units (IM PSUs), valued at $129.82 per share (total $2,169,552). On the same date the company withheld 6,626 shares at $129.82 per share ($860,187) to satisfy the tax withholding obligation related to the PSU settlement. The award stems from IM PSUs granted in February 2023 for performance through Dec 31, 2025 and certified by the company on Feb 18, 2026.

Key Details

• Transaction dates and price: 2026-02-18 at $129.82 per share for both the award (code A) and the withholding (code F).
• Award: 16,712 shares granted (IM PSUs settled). Total value ≈ $2,169,552.
• Tax withholding: 6,626 shares withheld to cover taxes. Value ≈ $860,187.
• Shares owned after transaction: Not disclosed in the filing.
• Footnotes: F1 = IM PSUs from Feb 2023 granted with performance period ending 12/31/2025 and certified 2/18/2026; F2 = filing includes RSUs that have not yet vested; F3 = withholding used to satisfy tax obligation on PSU settlement.
• Filing timeliness: Reported on 2026-02-20 for transactions on 2026-02-18 — appears timely (Form 4 deadline met).

Context

This was a performance-based equity award settlement, not an open-market purchase or discretionary sale. The withholding of shares to cover taxes is a routine internal tax settlement (cashless withholding) and does not necessarily indicate a change in insider sentiment. The award reflects payout from multi-year IM PSUs certified as achieved and converted into shares.