SCHEDULE: PC Connection Insider Ownership Update: Gallup's Estate Planning

Patricia Gallup, Chairman and CAO of PC Connection, updated her beneficial ownership, detailing significant share transfers for estate planning purposes.

Summary

• Patricia Gallup beneficially owns an aggregate of 13,779,533 shares of PC Connection Common Stock, representing 54.4% of the outstanding shares as of September 15, 2025.
• The David Hall Trust 2003 beneficially owns 6,879,962 shares, representing 27.2% of the outstanding shares.
• Ms. Gallup's beneficial ownership includes shares held directly by her, the David Hall Trust 2003, The Estate of David McLellan Hall, the North Branch Trust, the Abbott Brook Trust, the Comack Trust-B, and shares held by her spouse (for which she disclaims beneficial ownership).
• Key transactions on September 15, 2025, include Ms. Gallup receiving 500 shares from restricted stock unit vesting, gifting 3,500 shares to charity, receiving 1,093,163 shares from the Abbott Brook Trust as an annual annuity, and contributing 1,000,000 shares to the Comack Trust-B for estate planning.
• The transfers and trust formations are primarily for estate planning purposes, ensuring structured management and eventual distribution of significant holdings.
• The Issuer's share repurchase program between March 2025 and September 2025 passively increased the reporting persons' percentage of outstanding shares.

Sentiment

Score: 7

Explanation: The filing details significant, stable insider ownership and structured estate planning, which generally indicates a long-term commitment to the company. The share repurchases by the Issuer also passively increased the reporting persons' percentage, which is a positive sign for shareholder value. No negative operational or financial news is present.

Positives

• Patricia Gallup's continued substantial beneficial ownership (54.4%) indicates strong alignment with the company's long-term performance and strategic direction.
• The establishment and restructuring of various trusts demonstrate a proactive and structured approach to wealth management and estate planning by a key insider.
• The Issuer's share repurchase program, which passively increased the reporting persons' percentage, suggests management's confidence in the company's value and commitment to returning capital to shareholders.

Risks

• Concentrated ownership by Patricia Gallup and related trusts (54.4%) could lead to significant influence over corporate decisions, potentially limiting the voice of other shareholders.
• Future distributions from the Abbott Brook Trust (expiring September 15, 2026) and Comack Trust-B (expiring September 14, 2027) could alter the ownership structure and potentially introduce market volatility if large blocks of shares are sold.

Future Outlook

The Abbott Brook Trust is scheduled to expire on September 15, 2026, with remaining assets to be distributed to a spillover trust. The Comack Trust-B is scheduled to expire on September 14, 2027, with remaining assets also distributed to a spillover trust. Following the administration of The Estate of David McLellan Hall, assets held by the David Hall Trust 2003 will be distributed to one or more trusts where Ms. Gallup will be the sole lifetime beneficiary and a co-trustee.

Industry Context

This filing is a routine beneficial ownership update and does not contain information directly related to broader industry trends or competitive landscape.

Corporate Governance

Related Party Transactions

• Ms. Gallup's spouse gifted 275,000 shares to the North Branch Trust, where Ms. Gallup serves as sole trustee.
• The Estate of David McLellan Hall (for which Ms. Gallup serves as executor) transferred 6,879,962 shares to the David Hall Trust 2003, where Ms. Gallup is the sole trustee and sole lifetime beneficiary.
• Ms. Gallup contributed 2,000,000 shares to the Abbott Brook Trust and 1,000,000 shares to the Comack Trust-B, where she serves as sole trustee and sole annuitant.
• The Abbott Brook Trust distributed 1,093,163 shares to Ms. Gallup as an annual annuity.

Stakeholder Impact

• Shareholders: The continued high level of insider ownership by Patricia Gallup and her related entities provides stability and aligns management's interests with long-term shareholder value. The structured estate planning indicates a thoughtful approach to the future of these significant holdings.
• Employees: No direct impact mentioned in the filing.

Next Steps

• Abbott Brook Trust expiration on September 15, 2026, with assets distributed to a spillover trust.
• Comack Trust-B expiration on September 14, 2027, with assets distributed to a spillover trust.
• Distribution of David Hall Trust 2003 assets to other trusts after the completion of the Estate's administration.

Key Dates

Recommendation

The filing primarily details changes in beneficial ownership due to estate planning and trust restructuring by a significant insider. It does not contain new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The continued high level of insider ownership (54.4%) by Patricia Gallup suggests a long-term commitment to the company, which is generally a positive signal for existing shareholders. However, without additional fundamental data, a 'hold' recommendation is appropriate as this filing alone does not present a compelling reason to buy or sell.

Keywords

PC Connection, Patricia Gallup, Beneficial Ownership, Schedule 13D, Estate Planning, Insider Ownership, Trusts, Corporate Governance