Johnston James David 4
4 · Summit Midstream Corp · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
Summit Midstream (SMC) Exec James Johnston Exercises RSUs, Taxes Withheld
What Happened
James David Johnston, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary of Summit Midstream Corp (SMC), had corporation restricted stock units (RSUs) vest/convert on March 13, 2026. A total of 33,423 shares resulted from those conversions (18,977 + 4,653 + 9,793). To cover tax withholding, 13,153 of those shares were surrendered (disposed) at an average tax withholding price of $30.29, resulting in cash withheld of $398,405. On March 16, 2026, Johnston was also granted two RSU awards totaling 35,088 units (17,544 + 17,544) as derivative awards.
Key Details
- Transaction dates: conversions/vests and tax withholdings on 2026-03-13; new awards granted on 2026-03-16. Filing date: 2026-03-17 (timely).
- Shares from conversions: 33,423 shares acquired via exercise/conversion (code M).
- Shares withheld for taxes (code F): 7,468; 1,831; 3,854 = 13,153 shares surrendered; total cash withheld ≈ $398,405 (at $30.29/share).
- New awards: two grants of 17,544 RSUs each on 2026-03-16 (total 35,088 RSUs) (code A).
- Footnotes: RSUs are economically equivalent to common shares; the Reporting Person received distribution equivalent rights (DERs) for accrued distributions; awards may be settled in stock or cash per issuer discretion. Certification of performance for prior tranches was 96.7% (some units forfeited as noted).
- Shares owned after the transactions: not specified in this Form 4.
- Transaction codes: M = exercise/conversion of derivative; F = shares withheld to pay tax liability; A = grant/award.
Context
This filing reflects vested/converted RSUs and routine tax-withholding (a common administrative sell/surrender of shares to cover tax obligations), not an open-market sale for cash. The converted RSUs and the new grants follow typical vesting and performance certification rules: some original award tranches vested March 13 (final one-third), and new awards carry multi-year/time- and performance-based vesting schedules as described in the footnotes. This appears to be a routine insider vesting/award transaction rather than a directional buy or sell signal.
Insider Transaction Report
Form 4
Johnston James David
Executive VP, GC, CCO and Secy
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-03-13+18,977→ 76,664 total - Tax Payment
Common Stock
[F2]2026-03-13$30.29/sh−7,468$226,206→ 69,196 total - Exercise/Conversion
Common Stock
[F1]2026-03-13+4,653→ 73,849 total - Tax Payment
Common Stock
[F2]2026-03-13$30.29/sh−1,831$55,461→ 72,018 total - Exercise/Conversion
Common Stock
[F1]2026-03-13+9,793→ 81,811 total - Tax Payment
Common Stock
[F2]2026-03-13$30.29/sh−3,854$116,738→ 77,957 total - Exercise/Conversion
Corporation Restricted Stock Units
[F1][F3][F4]2026-03-13−18,977→ 70,740 total→ Common Stock (18,977 underlying) - Exercise/Conversion
Corporation Restricted Stock Units
[F1][F5][F4]2026-03-13−4,653→ 66,087 total→ Common Stock (4,653 underlying) - Exercise/Conversion
Corporation Restricted Stock Units
[F1][F6][F4]2026-03-13−9,793→ 56,294 total→ Common Stock (9,793 underlying) - Award
Corporation Restricted Stock Units
[F1][F7][F4]2026-03-16+17,544→ 73,838 total→ Common Stock (17,544 underlying) - Award
Corporation Restricted Stock Units
[F1][F8][F4][F9]2026-03-16+17,544→ 90,734 total→ Common Stock (17,544 underlying)
Footnotes (9)
- [F1]Each corporation restricted stock unit is the economic equivalent of one common stock.
- [F2]Common stocks being withheld to pay tax liability.
- [F3]The corporation restricted stock units subject to the original award agreement vested on March 13, 2026. The Reporting Person received distribution equivalent rights ("DERs") for each corporation restricted stock unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the corporation restricted stock units.
- [F4]The corporation restricted stock units and associated DERs do not expire. The corporation restricted stock units are settled upon vesting in common stocks (on a one-for-one basis) or in cash, at the discretion of the Issuer.
- [F5]One-third of the corporation restricted stock units (rounded down to the nearest whole number of units, except in the case of the final vesting date) vested on March 13, 2026, with the remaining corporation restricted stock units vesting on the second and third anniversaries of the March 14, 2025, reference date, subject to continued employment and accelerated vesting as provided in the applicable award agreement. The Reporting Person received DERs for each corporation restricted stock unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the corporation restricted stock units.
- [F6]The final one-third of the corporation restricted stock units subject to the original award agreement vested on March 13, 2026. The Reporting Person received DERs for each corporation restricted stock unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the corporation restricted stock units.
- [F7]One-third of the corporation restricted stock units (rounded down to the nearest whole number of units, except in the case of the final vesting date) shall vest on each of the first, second and third anniversaries of the March 16, 2026, reference date, subject to continued employment and accelerated vesting as provided in the applicable award agreement. The Reporting Person will receive DERs for each corporation restricted stock unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the corporation restricted stock units.
- [F8]The corporation restricted stock units shall vest if and to the extent that the corporation restricted stock units are earned during the performance period from January 1, 2026 through December 31, 2028, which will depend on whether the performance criteria are achieved as determined by the committee as soon as reasonably practicable, but no later than sixty (60) days following December 31, 2028, the last day of the Performance Period. The vesting of the corporation restricted stock units is subject to continued employment and accelerated vesting as provided in the applicable award agreement. The Reporting Person will receive DERs for each corporation restricted stock unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the corporation restricted stock units.
- [F9]This total includes corporation restricted stock units from other tranches with different vesting dates. On March 16, 2026, when the original award agreement vested, it was certified at an achievement level of 96.7% of the target number of corporation restricted stock units. The remaining 3.3% of the target corporation restricted stock units that were not earned based on the certified performance level were forfeited. The difference between the number of outstanding awards reflected in the Reporting Person's brokerage account and the number previously reported is attributable to this certification and the corresponding forfeiture of the unearned portion of the original award.
Signature
/s/ James David Johnston|2026-03-17