Form 4: Rockwell Automation Exec Sells Shares for Tax, Receives New Equity Awards

A Rockwell Automation SVP, CLO, and Secretary sold common stock to cover tax obligations from vested restricted stock units and received new equity awards.

Summary

• Rebecca W. House, SVP, CLO and Secretary of Rockwell Automation, Inc. (ROK), reported multiple transactions involving the company's common stock and derivative securities.
• A total of 2,049 shares of common stock were sold across various transactions on December 8 and December 10, 2025, at weighted average prices ranging from $400.819 to $403.7049.
• These sales were executed under Rule 10b5-1 plans established on November 27, 2024, primarily to cover tax obligations arising from the vesting of restricted stock units on December 5, 2025, and December 9, 2025.
• On December 9, 2025, 1,155 shares of common stock were acquired through the vesting of Restricted Stock Units and 2,466 shares of common stock were acquired through the vesting of Performance Shares.
• On December 8, 2025, Ms. House received an award of 11,267 Employee Stock Options with an exercise price of $402.22, which will vest in three equal annual installments beginning December 8, 2026, and expire on December 8, 2035.
• Also on December 8, 2025, an award of 3,282 Restricted Stock Units was received, which will vest in three equal annual installments beginning December 8, 2026, and expire on December 8, 2028.
• Following these transactions, direct beneficial ownership of common stock is 12,200 shares, with an additional 51.0786 shares held indirectly through a company savings plan.

Sentiment

Score: 5

Explanation: The filing details routine insider transactions related to executive compensation and tax planning, which are generally considered neutral events in terms of company performance or outlook.

Positives

• The receipt of new equity awards, including 11,267 Employee Stock Options and 3,282 Restricted Stock Units, aligns executive incentives with the company's long-term performance and shareholder value.
• The vesting of 1,155 Restricted Stock Units and 2,466 Performance Shares indicates the successful achievement of prior performance metrics or the fulfillment of time-based vesting conditions.

Negatives

• The sale of 2,049 shares of common stock, even if for tax purposes, reduces the reporting person's direct equity stake in the company.

Future Outlook

New Employee Stock Options and Restricted Stock Units will vest in three substantially equal annual installments, with the first installment beginning on December 8, 2026.

Management Comments

• "Sale of shares pursuant to Rule 10b5-1 plan entered into on 11/27/2024 to cover taxes due on restricted stock units that vested on 12/5/2025."
• "Awarded under the Company's 2020 Long-Term Incentive Plan."
• "The reporting person undertakes to provide to the Company, any shareowners of the Company and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price."

Industry Context

Insider transactions, particularly those involving the sale of shares to cover tax obligations from vested equity awards, are a common and routine aspect of executive compensation in publicly traded companies. The use of Rule 10b5-1 plans demonstrates pre-planned sales to avoid accusations of trading on material non-public information, aligning with standard industry practices for executive stock management.

Corporate Governance

Stakeholder Impact

• Shareholders: The transactions are routine and unlikely to have a significant impact on the company's share price or long-term value. The sales are for tax purposes, and new awards align executive interests with company performance.
• Management: The reporting person's compensation structure includes long-term incentives, aligning their interests with company performance and strategic goals.

Next Steps

• Continued vesting of Employee Stock Options and Restricted Stock Units in annual installments beginning December 8, 2026.

Key Dates

Keywords

Rockwell Automation, ROK, Form 4, insider trading, stock options, restricted stock units, equity awards, executive compensation, Rebecca W. House, stock sale, tax obligations, 10b5-1 plan