Tobin Richard J 4

What Happened

• Richard J. Tobin, Dover’s Chairman, President & CEO, received multiple equity awards on Feb 13, 2026. The Form 4 shows grants of restricted stock units (RSUs) totaling 10,361 and 92,101 shares (reported at $0.00 per share as RSUs). The filing also reports settlement of 25,788 performance shares (reporting a per‑share amount of $25,788 and a total reported value of $665,020,944). To cover tax liabilities related to the awards, 10,777 shares were withheld/disposed at $231.63 per share for a reported $2,496,277.
• These are awards (A) and a tax withholding (F); the awards are not open‑market purchases and generally reflect compensation or incentive plan payouts rather than a direct CEO cash purchase or sale.

Key Details

• Transaction date: February 13, 2026; Form 4 filed Feb 18, 2026 (reporting period: 2026-02-13).
• Awarded: 10,361 RSUs and 92,101 RSUs (RSUs reported at $0.00 per share in the filing); Settled performance shares: 25,788 (filing lists per‑share $25,788; total $665,020,944).
• Tax withholding: 10,777 shares surrendered at $231.63 each, totaling $2,496,277 (code F — tax withholding/payment).
• Shares owned after transaction: filing does not list a single “shares owned after” total; filing footnote (F2) notes beneficial ownership includes 34,358 unvested RSUs.
• Footnotes of note:
  • F1: The RSUs represent contingent rights to receive one share each and vest in three annual installments beginning March 15, 2027.
  • F3: The 25,788 items represent performance shares settled based on Dover’s relative total shareholder return for the three‑year period ended Dec 31, 2025.
• No late‑filing flag is indicated in the provided data; the Form 4 was filed five days after the transaction date.

Context

• RSUs and performance shares are compensation awards (not open‑market buys) and vest/settle per plan rules; RSUs convert to actual shares only as they vest.
• The share withholding (F) is a routine mechanism to satisfy tax obligations on vested awards and should not be interpreted the same way as an open‑market sale.
• The unusually high per‑share figure reported for the performance shares in the filing ($25,788) matches the Form 4 values provided; retailers should note filings sometimes show large aggregate or plan‑based valuation lines — focus on share counts and vesting/settlement mechanics rather than headline dollar figures alone.