Baumgartner Jeffrey W 4

What Happened

• Jeffrey W. Baumgartner, Executive Vice President, R&D, had previously granted restricted/performance stock units (MSUs/RSUs) vest and convert to common stock in transactions reported Feb 5–6, 2026. Two conversion entries show 2,450 and 3,012 shares acquired (total 5,462 shares). The company withheld 597 and 781 shares (total 1,378 shares) to satisfy tax-withholding obligations, at $142.78 per share, totaling $196,751. No open‑market sale was reported — the withheld shares were used only for taxes.
• Baumgartner also received new equity awards on Feb 5, 2026: two MSU/RSU grants of 5,140 and 4,141 units (total 9,281). One grant vests 100% on Feb 5, 2029; the other is performance-based MSUs that will vest based on three‑year TSR vs. the Russell 3000 with payout 0–200%.

Key Details

• Transaction dates: grants Feb 5, 2026; vest/convert and withholding Feb 6, 2026.
• Prices/values: tax-withheld shares valued at $142.78 each; withheld value = $85,240 (597 sh) + $111,511 (781 sh) = $196,751.
• Shares acquired on vesting: 5,462 shares; shares withheld for taxes: 1,378 shares; net shares issued to insider = 4,084 (5,462 − 1,378).
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes: Vesting payout for the performance MSUs was determined by pre-set TSR metrics (F1); withheld shares were used solely for tax payments (F2–F3). New grants include time‑based and performance MSUs with 3‑year vesting/performance periods (F4–F6).
• Filing timeliness: Form filed Feb 9, 2026 for transactions Feb 5–6, 2026 — appears to be filed within the SEC’s two business‑day requirement.

Context

• These transactions are vesting/conversion events (derivative exercise/conversion and tax withholding), not open‑market purchases or sales — common when awards vest. The new MSU grants are long‑dated and performance‑contingent, so they do not reflect an immediate change in share ownership until vesting conditions are met.