Form 4: Parker-Hannifin Executive Sells Shares After SAR Exercise

Joseph R. Leonti, EVP, General Counsel & Secretary of Parker-Hannifin, reported the exercise of stock appreciation rights and subsequent sale of common stock totaling 6,367 shares.

Summary

• Joseph R. Leonti, Executive Vice President, General Counsel & Secretary of Parker-Hannifin Corp (PH), reported transactions on August 25, 2025.
• Exercised Stock Appreciation Rights (SARs) to acquire 2,617 shares of common stock at an exercise price of $299.19 per share.
• Disposed of 1,742 shares of common stock at $750.40 per share, likely for tax withholding purposes related to the SAR exercise.
• Sold 875 shares of common stock at $750.40 per share.
• Sold an additional 3,750 shares of common stock at $750.94 per share.
• Following these transactions, Mr. Leonti directly owns 13,878 shares of common stock and indirectly owns 426.21 shares through the Parker Retirement Savings Plan.
• The reported transactions were made pursuant to a Rule 10b5-1(c) plan.
• A reclassification was noted for 307.80 shares of phantom stock in the Savings Restoration Plan, which were historically reported in Table I but are now correctly reported in Table II. These shares are cash-settled and become payable following the reporting person's separation from service.

Sentiment

Score: 6

Explanation: The executive realized a gain from the exercise of Stock Appreciation Rights, and the subsequent sales were conducted under a pre-planned Rule 10b5-1 arrangement. This indicates a routine executive compensation event rather than a reaction to new, material information, leading to a neutral to slightly positive sentiment.

Positives

• The executive realized a significant gain from the exercise of Stock Appreciation Rights (SARs), as the exercise price ($299.19) was substantially lower than the subsequent sale prices (ranging from $750.40 to $750.94).
• The transactions were conducted under a Rule 10b5-1(c) plan, indicating they were pre-planned and not based on new, non-public information.

Negatives

• The executive reduced their direct ownership stake by selling a total of 6,367 shares of common stock (including shares disposed for tax withholding and direct sales).

Future Outlook

Not applicable. This Form 4 filing does not contain forward-looking statements or guidance.

Industry Context

Not applicable. This Form 4 filing details specific insider transactions and does not provide broader industry context or trends.

Corporate Governance

Related Party Transactions

• Transactions by Joseph R. Leonti, an executive officer of Parker-Hannifin Corp, involving the company's common stock and Stock Appreciation Rights.

Stakeholder Impact

• Shareholders: The sale of shares by an executive, while pre-planned under a 10b5-1 plan, could be viewed with slight caution, but the executive realized a significant gain from the SAR exercise. The pre-planned nature mitigates concerns about insider sentiment.
• Employees: No direct impact on employees is mentioned in this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is mentioned in this filing.

Key Dates

Recommendation

The filing details routine insider transactions, specifically the exercise of Stock Appreciation Rights and subsequent sales of common stock by an executive. These transactions were conducted under a pre-arranged Rule 10b5-1 plan, which typically signals that the sales are for personal financial planning, diversification, or tax purposes rather than a reaction to new, material non-public information. While the executive reduced their direct shareholding, the overall context suggests a neutral impact on the company's fundamental outlook. Therefore, a 'hold' recommendation is appropriate as this filing does not present new information that would significantly alter an investment thesis.

Keywords

Parker-Hannifin, PH, Joseph R. Leonti, insider trading, Form 4, stock appreciation rights, SARs, common stock, executive compensation, Rule 10b5-1, stock sale