McConnaughey Tammy M 4

What Happened

• Tammy M. McConnaughey, EVP, Operations & Credit Risk, received awards of restricted stock units (RSUs) on Feb 17, 2026: 7,898 time‑based RSUs, 11,847 performance‑based RSUs, and 3,984 performance units earned from a prior grant — a total of 23,729 RSU units.
• To satisfy tax withholding upon vesting/settlement, 17,861 shares were withheld on 2/17/2026 at $73.05/share (value $1,304,746) and 1,606 shares were withheld on 2/18/2026 at $73.74/share (value $118,426), for total tax withholding of 19,467 shares and ~$1,423,172.

Key Details

• Transaction dates/prices: grants dated 2026-02-17; withholding disposals: 2/17/2026 — 17,861 shares @ $73.05; 2/18/2026 — 1,606 shares @ $73.74.
• Shares owned after the transactions: not disclosed in the provided filing excerpt.
• Footnotes of note:
  • Time‑based RSUs (7,898) vest over three years (2/17/27, 2/17/28, 2/17/29).
  • Performance RSUs (11,847) may vest 2/17/29 subject to performance metrics and continued employment.
  • An earlier performance award (granted 3/24/23) paid out at 121.9% of target, producing an additional 3,984 vested units (bringing that award to 22,175 units).
  • Shares were withheld by the company to satisfy tax withholding (standard practice).
• Filing timeliness: Report covers transactions on 2/17/2026 and was filed 2/19/2026 (timely).

Context

• These transactions are RSU awards and company withholding to cover taxes — common compensation and settlement mechanics, not an open‑market sale by the insider.
• Performance RSUs are contingent on meeting multi‑year goals; the 3,984-unit increase reflects achievement above the original target for an earlier award.
• Tax‑withholding dispositions (code F) are routine and don’t necessarily reflect a change in insider sentiment.