Tarantino Joseph A 4

What Happened

Joseph A. Tarantino, President and CEO of Protiviti (a Robert Half company), was granted a total of 81,304 shares as performance-based awards that vested on March 23, 2026 (two grants: 724 and 80,580 shares, $0.00 per share). To satisfy tax withholding obligations, 9,077 of those shares were withheld/disposed at $24.82 per share for a cash value of $225,291. Net shares delivered to Tarantino after the withholding were 72,227 (81,304 granted − 9,077 withheld).

Key Details

• Transaction dates: grants and vesting on 2026-03-23; Form 4 filed 2026-03-25.
• Grants: 724 shares @ $0.00 and 80,580 shares @ $0.00 (total 81,304 shares) — award grants, not open-market purchases.
• Tax withholding: 9,077 shares disposed @ $24.82 = $225,291 (coded F for payment of tax liability).
• Net shares received (implicit): 72,227 shares after withholding.
• Footnotes: (F1) The additional shares reflect certification of a performance condition for performance shares granted on March 20, 2023 and vesting March 23, 2026. (F2) Grants made under the company’s Stock Incentive Plan.
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Filing timing: Form 4 filed 3/25/2026 reporting 3/23/2026 transactions (no late-filing flag provided).

Context

• These were performance-share awards that vested rather than purchases; awards at $0.00 indicate compensation, not an open-market buy signal.
• The disposal labeled F is routine tax-withholding (company withheld shares to cover income taxes), a common occurrence on vesting and not necessarily a sell decision by the insider.