Form 4: J. M. Smucker CEO Mark T. Smucker Reports Significant Equity Transactions, Including Restricted Stock Grants and Performance Unit Settlements

Sentiment:

Insider Transaction Report


J. M. Smucker Co.'s CEO and Chairman, Mark T. Smucker, reported multiple equity transactions, including the acquisition of restricted stock and performance unit awards, alongside sales to cover tax liabilities.

Summary

  • Mark T. Smucker, CEO, Director, and Chair of the Board of J. M. Smucker Co. (SJM), filed a Form 4 detailing changes in his beneficial ownership.
  • On June 13, 2025, Mr. Smucker acquired 25,898 common shares as a grant of restricted stock for fiscal year 2026, with a vesting schedule of three equal annual installments beginning June 13, 2026.
  • On June 16, 2025, he acquired an additional 22,348 common shares from the settlement of a performance units award originally granted on July 8, 2022.
  • Also on June 16, 2025, a total of 22,890 common shares were disposed of (withheld by the Company) at a price of $95.36 per share to satisfy tax liabilities upon the vesting of performance units (10,072 shares) and restricted stock (1,357, 1,250, and 10,211 shares).
  • Following these transactions, Mr. Smucker directly beneficially owns 143,292 common shares.
  • His indirect beneficial ownership includes 7,272 shares in a 401(k) plan, 19,377 shares in a 2024 Grantor Retained Annuity Trust (GRAT), and 41,431 shares in a Trust.
  • Additionally, indirect ownership includes 3,469 shares by his wife, 13,002 shares by Trusts FBO Son, and 13,002 shares by Trusts FBO Daughter, for which beneficial ownership is disclaimed by Mr. Smucker.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to executive compensation, including grants of equity awards and shares withheld for tax purposes. There are no indications of open market sales or purchases that would suggest a strong positive or negative sentiment regarding the company's prospects.

Positives

  • The acquisition of 25,898 restricted stock units and 22,348 shares from performance unit settlement indicates ongoing executive compensation tied to company performance and long-term alignment with shareholder interests.
  • The grants are part of The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan, reflecting a structured approach to executive incentives.

Negatives

  • The disposition of 22,890 shares was solely for tax withholding purposes upon vesting of equity awards, which is a routine event and not indicative of a negative outlook or open market sale by the insider.

Future Outlook

The document indicates that the restricted stock granted on June 13, 2025, will vest in three equal annual installments, with the first vesting occurring on June 13, 2026.

Industry Context

This Form 4 filing details routine insider equity transactions related to executive compensation, which are common across publicly traded companies as part of their incentive and retention programs. It does not provide information on broader industry trends or competitive landscape.

Stakeholder Impact

  • Shareholders: The report provides transparency into the compensation structure and equity holdings of a key executive, Mark T. Smucker, aligning his interests with long-term company performance through equity awards.

Next Steps

  • First vesting of the 25,898 restricted stock units on June 13, 2026, followed by two subsequent annual installments.

Key Dates

DateDescription
07/08/2022Date performance units award was granted to the reporting person.
03/25/202520,623 shares moved from the reporting person's grantor retained annuity trust (2024) to his direct ownership.
06/13/2025Grant date for 25,898 restricted stock units for fiscal year 2026.
06/16/2025Settlement date for performance units award (22,348 shares acquired) and date shares were withheld for tax liabilities.
06/17/2025Date of SEC Form 4 filing and date 18,986 shares were moved from the reporting person's grantor retained annuity trust (2023) to his direct ownership.
06/13/2026First vesting date for the restricted stock granted on June 13, 2025.

Keywords

J. M. Smucker Co., SJM, SEC Form 4, Insider Transaction, Stock Ownership, Restricted Stock, Performance Units, Executive Compensation, Mark T. Smucker, CEO, Director, Chairman

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