Form 4: EVERTEC COO Reports RSU Vesting and Tax Withholding
Insider Transaction Report
EVERTEC's EVP & COO, Diego Viglianco, reported the vesting of performance-based restricted stock units and subsequent share withholding for tax obligations.
Summary
- Diego Viglianco, EVP & Chief Operating Officer of EVERTEC, Inc. (EVTC), reported transactions on March 3, 2026.
- Viglianco acquired 31,163 shares of Common Stock at a price of $28.35 per share due to the vesting of performance-based Restricted Stock Units (RSUs).
- These RSUs were originally granted on February 24, 2023, and earned based on EVERTEC's achievement of an adjusted EBITDA target for 2023, subject to a three-year total shareholder return modifier.
- Concurrently, 17,937 shares of Common Stock were disposed of (withheld by the Issuer) at $28.35 per share to cover tax liabilities.
- The shares withheld for tax were related to the vesting of various RSUs: 11,182 performance-based shares (granted Feb 24, 2023), 2,129 time-based shares (granted Feb 24, 2023), 2,165 time-based shares (granted Feb 29, 2024), and 2,461 time-based shares (granted Feb 28, 2025).
- Following these transactions, Viglianco beneficially owns 53,495 shares of Common Stock directly.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a routine, positive event reflecting executive compensation and the achievement of company performance targets, though the net change in beneficial ownership is modest after tax withholding.
Positives
- The vesting of performance-based RSUs indicates that EVERTEC achieved its adjusted EBITDA target for 2023, demonstrating operational success.
- The RSU program, tied to both financial performance (EBITDA) and shareholder return, aligns executive incentives with long-term company and shareholder interests.
Negatives
- A significant portion of the vested shares (17,937 shares) was withheld to cover tax liabilities, resulting in a net reduction of direct beneficial ownership compared to the gross vested amount.
Industry Context
StockSavvy.ai notes that Restricted Stock Unit (RSU) programs, particularly those tied to performance metrics like adjusted EBITDA and total shareholder return, are a common and widely accepted form of executive compensation across various industries. This structure aligns executive incentives with long-term company performance and shareholder value creation.
Comparison to Industry Standards
- RSU programs with performance-based vesting conditions, such as those tied to adjusted EBITDA and total shareholder return, are standard practice for executive compensation in publicly traded companies.
- This approach is consistent with compensation strategies observed in leading technology and financial services firms, including those like Visa (V) or Mastercard (MA), which also utilize performance-based equity awards to incentivize their executives and align with shareholder interests.
Stakeholder Impact
- Shareholders: The report provides transparency into executive compensation and the achievement of performance targets, which can be viewed positively as it aligns management incentives with shareholder value. However, it is a routine disclosure and not expected to have a significant direct impact.
- Employees: No direct impact mentioned.
Key Dates
| Date | Description |
|---|---|
| 2023-02-24 | Original grant date for performance-based and time-based Restricted Stock Units (RSUs) that vested. |
| 2024-02-29 | Original grant date for time-based Restricted Stock Units (RSUs) that vested. |
| 2025-02-28 | Original grant date for time-based Restricted Stock Units (RSUs) that vested. |
| 2026-03-03 | Transaction date for the acquisition of common stock due to RSU vesting and disposition of common stock for tax withholding. |
| 2026-03-05 | Date the Form 4 was signed by Power of Attorney. |
Recommendation
holdThis Form 4 reports routine executive compensation through RSU vesting and subsequent tax withholding. It does not provide new fundamental information or indicate a significant change in insider sentiment that would warrant an alteration to an existing investment thesis or a new recommendation.
Keywords
EVERTEC, EVTC, Form 4, Insider Transaction, RSU Vesting, Executive Compensation, Stock Award, EBITDA Target, Total Shareholder Return
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.