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Vertex, Inc.·4

Feb 24, 4:26 PM ET

DeStefano David 4

Research Summary

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Updated

Vertex (VERX) Director David DeStefano Converts RSUs; 36k Shares Withheld

What Happened

  • David DeStefano, a Director of Vertex, converted/ exercised derivative awards on February 20, 2026 into a total of 113,541 common shares (two conversions: 69,527 and 44,014 shares) reported at $0.00 per share. To cover tax withholding, 36,228 of those shares were surrendered (disposed) at $12.74 per share, totaling $461,545. Net shares delivered to the reporting person were 77,313 (113,541 converted − 36,228 withheld).
  • The surrender of shares to satisfy tax liability is reported under code F; the conversions are reported under code M (exercise/conversion of derivative). No cash exercise price was reported for the conversions.

Key Details

  • Transaction date: February 20, 2026; filing date: February 24, 2026 (filed on the Form 4 within the required two business days).
  • Conversion amounts: 69,527 and 44,014 shares (total 113,541) reported at $0.00. Tax withholding: 23,705 shares and 12,523 shares (total 36,228) at $12.74, totaling $461,545.
  • Net shares received after withholding: 77,313.
  • Shares owned after the transaction: not specified in the Form 4 disclosure.
  • Footnotes of note:
    • F1: Includes 84 shares from the company Employee Stock Purchase Plan (ESPP).
    • F2: Some securities are held in trusts for the reporting person’s adult children (spouse is trustee).
    • F3–F5: Explain that each restricted stock unit (RSU) converts to one share; remaining RSUs vest on stated future dates (annual installments through 2027–2029) and have no expiration.
  • Filing timeliness: Reported timely (Feb 24 filing for Feb 20 transaction).

Context

  • This appears to be a routine conversion/vesting of restricted stock units with shares withheld to satisfy tax withholding — a common, administrative insider transaction rather than an open-market purchase or sale. Code M indicates exercise/conversion of derivatives; code F indicates shares surrendered to cover taxes. These types of filings typically reflect compensation vesting and associated tax withholding rather than an active buy/sell decision.