Form 4: PACCAR VP Converts RSUs, Reports Tax Withholding

PACCAR's Vice President and General Counsel, Michael K. Walton, reported the conversion of restricted stock units into common stock and subsequent tax-related share withholding.

Summary

• Michael K. Walton, PACCAR's Vice President and General Counsel, reported transactions involving PACCAR common stock and derivative securities.
• On January 1, 2026, 1,671 restricted stock units (RSUs) from the Long Term Incentive Plan (LTIP) converted into 1,671 shares of common stock on a one-for-one basis upon vesting.
• Following this conversion, Walton's direct beneficial ownership of common stock was 3,003 shares.
• On January 2, 2026, 488 shares of common stock were disposed of at a price of $109.51 per share to cover tax liabilities associated with the vesting of restricted shares and/or RSUs.
• After the tax-related disposition, Walton's direct beneficial ownership of common stock was 2,515 shares.
• Walton also holds 6,588.529 shares indirectly through the PACCAR Savings Investment Plan (SIP).
• Remaining derivative holdings include 1,529 Stock Units (LTIP) and 13,707.539 Stock Units (DCP), both convertible to common stock upon satisfaction of conditions.
• Additionally, Walton holds various stock options with exercise prices ranging from $62.8667 to $109.13, and expiration dates between February 7, 2032, and February 3, 2035.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it reflects the vesting of compensation for an executive, which is a positive event for the individual. However, it's a routine disclosure and not indicative of new company performance or strategic shifts, hence not highly positive.

Positives

• The vesting and conversion of 1,671 restricted stock units into common stock represents a realization of compensation for the reporting person.
• The conversion occurred at a $0 price, indicating the shares were granted as compensation rather than purchased.

Negatives

• 488 shares of common stock were disposed of to cover tax liabilities, reducing the reporting person's direct share count.

Future Outlook

The filing details the vesting schedule for Long Term Incentive Plan (LTIP) restricted stock units, which vest in four equal installments commencing on March 1 following the award and January 1 of the next three years. It also lists future exercisability dates for various stock options, extending through January 1, 2028.

Industry Context

This Form 4 filing is a routine disclosure of an insider's equity transactions, specifically related to compensation. It does not provide information on broader industry trends or PACCAR's competitive position, but rather reflects standard executive compensation practices within publicly traded companies.

Stakeholder Impact

• Shareholders: The transactions represent a minor change in the outstanding share count due to executive compensation, which is a standard operational aspect.
• Reporting Person (Michael K. Walton): The transactions result in an increase in direct common stock ownership (net of tax withholding) and the realization of compensation.

Next Steps

• Future installments of Long Term Incentive Plan (LTIP) restricted stock units are expected to vest on March 1 following the award and January 1 of the next three years.
• Additional stock options will become exercisable on January 1, 2027, and January 1, 2028.

Key Dates

Keywords

PACCAR, PCAR, Form 4, Insider Transaction, Restricted Stock Units, RSU, Stock Options, Vesting, Tax Withholding, Executive Compensation, Long Term Incentive Plan, Deferred Compensation Plan