Form 4: Rockwell Automation CIO Sells Shares for Tax Obligations

Christopher Nardecchia, SVP and CIO of Rockwell Automation, sold company shares to cover tax liabilities from vested equity awards, while also receiving new stock option and RSU grants.

Summary

• Christopher Nardecchia, SVP, Chief Information Officer of Rockwell Automation, Inc. (ROK), engaged in multiple transactions involving company common stock and derivative securities.
• On December 8, 2025, Nardecchia sold a total of 480 shares of common stock (390 shares at a weighted average price of $400.8284 and 90 shares at a weighted average price of $401.5556). These sales were executed under a Rule 10b5-1 plan established on November 27, 2024, to cover tax obligations arising from restricted stock units that vested on December 5, 2025.
• On December 9, 2025, Nardecchia acquired 385 shares of common stock from vested Restricted Stock Units and 822 shares from vested Performance Shares, both at a price of $0.
• On December 10, 2025, Nardecchia sold a total of 612 shares of common stock (185 shares at $400.9555, 276 shares at $402.2776, and 151 shares at $403.1375). These sales were also under the same Rule 10b5-1 plan to cover taxes due on restricted stock units that vested on December 9, 2025.
• Following these transactions, Nardecchia directly beneficially owned 14,232 shares of common stock and indirectly owned 5.566 shares via a Savings Plan.
• New equity awards were granted on December 8, 2025, including 3,329 Employee Stock Options with an exercise price of $402.22, 4,973 Restricted Stock Units vesting on December 8, 2027, and 970 Restricted Stock Units vesting in installments starting December 8, 2026. All new awards were under the Company's 2020 Long-Term Incentive Plan.

Sentiment

Score: 7

Explanation: The filing reflects routine insider transactions, including sales to cover tax liabilities from vested equity awards and new grants of long-term incentives. The sales are pre-planned and for tax purposes, which is a neutral event, while the new grants are positive for executive alignment.

Positives

• Grant of 3,329 Employee Stock Options, 4,973 Restricted Stock Units, and 970 Restricted Stock Units indicates continued long-term incentive alignment with company performance.
• Vesting of 385 Restricted Stock Units and 822 Performance Shares demonstrates the realization of prior equity awards.

Negatives

• Sales of 480 shares on December 8, 2025, and 612 shares on December 10, 2025, reduced direct beneficial ownership, although these sales were for tax purposes.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: Minor dilution from new equity grants, but also alignment of executive interests with long-term company performance. Sales for tax purposes are routine and generally not indicative of a change in sentiment.
• Employees: The grants are part of the company's 2020 Long-Term Incentive Plan, indicating ongoing employee incentive programs.

Next Steps

• Employee Stock Options will vest in three substantially equal annual installments beginning on December 8, 2026.
• Certain Restricted Stock Units will vest on December 8, 2027.
• Other Restricted Stock Units will vest in three substantially equal annual installments beginning on December 8, 2026.

Key Dates

Recommendation

This Form 4 details routine insider transactions, primarily sales to cover tax obligations from vested equity awards and new grants of long-term incentives. The sales are pre-planned under a Rule 10b5-1 plan and are not indicative of a change in the executive's outlook on the company. The new grants align the executive's interests with long-term shareholder value. As such, these transactions are neutral to slightly positive and do not warrant a change in investment recommendation based solely on this filing.

Keywords

Rockwell Automation, ROK, Christopher Nardecchia, Insider Trading, Form 4, Stock Sales, Equity Awards, Restricted Stock Units, Stock Options, Performance Shares, Rule 10b5-1 Plan, Tax Obligations