Form 4: AECOM Legal Chief Sells Shares After RSU Vesting

AECOM's Chief Legal Officer, David Y. Gan, reported the vesting of restricted stock units and subsequent sales of common stock under a pre-arranged trading plan.

Summary

• David Y. Gan, AECOM's Chief Legal Officer, reported multiple transactions involving AECOM common stock.
• On December 15, 2025, 5,976 restricted stock units (RSUs) granted on December 15, 2022, vested and converted into common stock.
• An additional 6,534 RSUs were granted on December 15, 2025, which will vest on December 15, 2028.
• 14,056 shares were acquired through AECOM's Performance Earnings Program on December 15, 2025.
• 10,530 shares were disposed of on December 15, 2025, at $97.96 to cover tax withholding obligations related to the vesting and program acquisitions.
• Further sales of 6,000 shares at $98.85 on December 15, 2025, and 9,502 shares at $97.01 on December 17, 2025, were executed under a Rule 10b5-1 trading plan adopted on August 15, 2025.
• Following these transactions, David Y. Gan directly beneficially owns 41,549 shares of common stock and indirectly owns 576.55 shares through the AECOM Retirement & Savings Plan.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive due to the vesting of RSUs and acquisition of shares through a performance program, indicating successful performance and continued equity compensation. The sales are expected as they are part of a pre-planned 10b5-1 trading plan, which is a common practice for executives to manage their equity holdings and liquidity.

Positives

• Vesting of 5,976 restricted stock units (RSUs) on December 15, 2025, converting into common stock.
• Acquisition of 14,056 shares through AECOM's Performance Earnings Program, indicating achievement of performance targets.
• Grant of an additional 6,534 restricted stock units (RSUs) on December 15, 2025, demonstrating continued equity compensation.

Negatives

• Disposal of 10,530 shares at $97.96 to satisfy tax withholding obligations.
• Sale of 6,000 shares at $98.85 and 9,502 shares at $97.01 under a Rule 10b5-1 trading plan, reducing direct beneficial ownership.

Future Outlook

An additional 6,534 restricted stock units granted on December 15, 2025, are scheduled to vest in full on December 15, 2028, subject to continued service.

Industry Context

NA

Stakeholder Impact

• Shareholders: The sales by a Chief Legal Officer could be perceived as a slight negative, but the pre-planned nature (10b5-1) mitigates concerns. The vesting and new grants show continued alignment of executive interests with shareholder value.
• Employees: The performance earnings program and RSU grants indicate a structured compensation framework that could motivate employees.

Next Steps

• Continued service through December 15, 2028, for the vesting of the newly granted 6,534 restricted stock units.

Key Dates

Recommendation

The filing details routine insider transactions, including RSU vesting, performance share acquisition, and pre-planned sales under a Rule 10b5-1 plan. These transactions are expected and do not indicate any new fundamental information about AECOM's operational performance or strategic direction. While there are sales, they are part of a pre-arranged plan, which typically does not signal a change in management's long-term outlook. Therefore, the filing itself does not provide a basis for a change in investment recommendation, suggesting a 'hold' position is appropriate based solely on this information.

Keywords

AECOM, ACM, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Sale, Rule 10b5-1, Executive Compensation, David Y. Gan, Chief Legal Officer