Gass Michelle 4

What Happened Michelle Gass, President & CEO and a director of Levi Strauss & Co. (LEVI), had 225,247 performance-based restricted stock units (PRSUs) vest on Jan 22, 2026 and received 225,247 shares (award). To cover tax withholding from the settlement, 119,888 of those shares were withheld at a per-share value of $21.55, resulting in proceeds of $2,583,586. The award shares were issued as a result of performance criteria being certified by the Board.

Key Details

• Transaction date: 2026-01-22 (report filed 2026-01-26)
• Award: 225,247 shares issued (coded A); acquisition price reported $0.00 (vesting settlement)
• Tax withholding: 119,888 shares withheld/disposed (coded F) at $21.55 → $2,583,586
• Net shares retained from this settlement: 225,247 − 119,888 = 105,359 shares
• Footnotes: PRSUs were granted 2023-01-27, vest after a three-year performance period and have no expiration; shares were withheld specifically to cover tax obligations
• Filing timeliness: Report filed four days after the transaction date (not marked late)

Context This was a performance-based award settlement, not an open-market purchase or discretionary sale. The withholding of shares to pay taxes is a routine administrative action (cashless withholding) and does not necessarily indicate a broader disposition beyond tax obligations. PRSUs vest upon Board certification of performance goals; the form indicates certification occurred on Jan 22, 2026.