Marks Judith Fran 4

What Happened

• Judith Marks (Chair, CEO & President) exercised stock awards and options and sold shares across Feb 3–5, 2026. She exercised 191,799 shares of options at $63.92/share (exercise cost ≈ $12.26M) and had 135,692 shares surrendered to the issuer to cover the exercise cost. She also received shares from awards/vestings (RSUs/PSUs). Separately, she sold a total of about 258,933 shares in transactions and withholdings, generating roughly $23.35M in gross proceeds (sales and shares surrendered include tax-withholding shares).

Key Details

• Transaction dates: Feb 3–5, 2026. Form filed Feb 5, 2026 (no late filing indicated in the report).
• Major price points and amounts:
  • Option exercise: 191,799 shares at $63.92 → cost ≈ $12,259,792.
  • Shares surrendered to issuer to cover exercise: 135,692 shares @ $90.35 → ≈ $12,259,772.
  • Open-market/private sales: 46,780 shares (weighted avg ≈ $89.57) → ≈ $4.19M, and 56,107 shares (weighted avg ≈ $90.89) → ≈ $5.10M.
  • Tax-withholding/surrender sales: 12,073 shares ($1.05M) and 8,281 shares ($0.75M).
  • Total reported sale proceeds and related dispositions ≈ $23.35M.
• Shares acquired/awarded: reported awards/vestings include entries of 58,169 and 59,305 shares (RSUs/PSUs) and other small vested installments; PSUs from a 2023 award vested at 82% (per footnote).
• Shares owned after the transactions: not specified in the filing.
• Notable footnotes:
  • Sales were effected pursuant to a Rule 10b5-1 trading plan adopted Aug 25, 2025; the plan terminates Mar 1, 2026 (F4, F6, F7).
  • PSUs vested at 82% and the reporting person elected to defer 50% under the LTIP PSU Deferral Plan; deferred amounts become DSUs and are paid in stock (F5).
  • RSUs convert one-for-one to common stock and include dividend equivalents; vesting schedule in most grants is three annual installments (F1–F3).
  • Some sales occurred in multiple trades across price ranges; weighted averages are reported and the filer offered to provide per-price details on request (F6, F7).

Context

• This was largely a cashless-style exercise/sale pattern: options were exercised, a portion of shares was surrendered to cover exercise cost/taxes, and remaining shares were sold in the market under a preplanned 10b5-1 arrangement.
• Rule 10b5-1 sales are prearranged trades and are not necessarily a contemporaneous signal of the insider’s view of the company.
• PSUs/RSUs vesting and tax withholding/surrender activity are common executive compensation events and often result in routine sales to cover tax obligations.