Form 4: Plexus CEO Sells Shares After PSU Vesting

Plexus Corp's President & CEO, Todd P. Kelsey, sold common stock following the vesting of performance stock units, executed under a pre-arranged 10b5-1 plan.

Summary

• Todd P. Kelsey, President & CEO and Director of Plexus Corp (PLXS), reported transactions involving company common stock.
• On February 17, 2026, 18,726 Performance Stock Units (PSUs) vested, reflecting 142.4% achievement of the relative total shareholder return (TSR) target for fiscal 2023.
• Following the vesting, 8,802 shares were disposed of on February 17, 2026, at $195.95, likely to cover tax obligations.
• An additional 5,231 shares were sold on February 18, 2026, in multiple trades at weighted average prices ranging from $194.4727 to $196.3615.
• All sales were conducted under a Rule 10b5-1 plan adopted on November 20, 2025.
• Kelsey's beneficial ownership of common stock decreased to 83,291 shares after these transactions.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing. While there are insider sales, they are pre-planned and follow a strong PSU vesting, indicating good past performance.

Positives

• Performance Stock Units (PSUs) granted in fiscal 2023 vested at 142.4% of the target related to relative total shareholder return (TSR), indicating strong company performance against the S&P 400 Index.

Negatives

• Todd P. Kelsey sold a total of 14,033 shares of common stock (8,802 for tax, 5,231 under 10b5-1 plan).

Future Outlook

The filing does not provide specific forward-looking statements or guidance beyond the execution of pre-planned stock sales under a Rule 10b5-1 plan.

Industry Context

StockSavvy.ai notes that insider sales executed under a pre-arranged 10b5-1 plan are generally viewed as less indicative of management's sentiment about future company performance compared to unplanned sales, as they are scheduled in advance to avoid accusations of trading on material non-public information. The vesting of PSUs at 142.4% suggests strong performance relative to peers in the S&P 400 Index.

Comparison to Industry Standards

• StockSavvy.ai observes that the vesting of Performance Stock Units at 142.4% of the target, based on relative total shareholder return compared to companies in the S&P 400 Index, indicates strong performance. This level of achievement suggests Plexus Corp's TSR outperformed a significant portion of its large-cap peers during the performance period, which is a positive indicator of executive compensation alignment with shareholder value creation.

Stakeholder Impact

• Shareholders: The vesting of PSUs at a high percentage (142.4%) suggests strong past performance relative to peers, which is generally positive for shareholders. The insider sales, while reducing the executive's direct holdings, were pre-planned under a 10b5-1 plan, mitigating concerns about immediate negative sentiment.

Key Dates

Recommendation

The filing details routine insider transactions, specifically the vesting of performance-based equity and subsequent sales under a pre-arranged 10b5-1 plan. The strong vesting percentage for PSUs indicates solid past performance relative to the S&P 400, which is a positive signal for the company's operational execution and shareholder value creation. However, the sales themselves do not provide new fundamental insights into the company's future prospects. Given the pre-planned nature of the sales, they are not typically interpreted as a bearish signal. Therefore, a 'hold' recommendation is appropriate as this filing does not present new information warranting a change in investment thesis, but rather confirms executive compensation structure and execution.

Keywords

Plexus Corp, PLXS, Insider Trading, Form 4, Todd P. Kelsey, Stock Sale, PSU Vesting, 10b5-1 Plan, Executive Compensation