Form 4: Rockwell Automation VP Reports RSU Vesting, Tax-Related Stock Sales

Rockwell Automation's VP and Chief IP Counsel, John M. Miller, reported the vesting of restricted stock units and subsequent sales of common stock to cover tax obligations.

Summary

• John M. Miller, VP and Chief IP Counsel at Rockwell Automation, Inc. (ROK), reported transactions involving company common stock and restricted stock units (RSUs).
• On December 4, 2025, 65 restricted stock units vested and converted into common stock.
• On December 5, 2025, an additional 54 restricted stock units vested and converted into common stock.
• Following these vestings, Miller sold a total of 30 shares of common stock (27 shares at a weighted average price of $402.8326 and 3 shares at $403.43) on December 5, 2025.
• These sales were executed under a pre-arranged Rule 10b5-1 plan established on November 26, 2024, specifically to cover tax liabilities associated with the vested restricted stock units.
• As of the reported transactions, Miller directly beneficially owns 5,891.8061 shares of common stock.
• Indirect holdings include 475.6753 shares in the Company Savings Plan and 108.0236 share equivalents in the Nonqualified Savings Plan, both as of September 30, 2025.
• The reported common stock holdings also include shares acquired through the company's dividend reinvestment plan as of September 12, 2025.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to equity compensation and tax obligations, which are neutral in nature. The use of a 10b5-1 plan indicates pre-planned activity rather than discretionary selling based on new information.

Positives

• Insider ownership is maintained through dividend reinvestment and savings plan contributions, indicating continued alignment with shareholder interests.
• Transactions were pre-planned under a Rule 10b5-1 plan, demonstrating a structured and compliant approach to managing equity compensation rather than discretionary selling based on market timing.

Negatives

• Sales of common stock by an insider, even for tax purposes, result in a reduction of their direct equity stake in the company.

Future Outlook

No specific future outlook or guidance is provided in this Form 4, as it primarily reports past insider transactions.

Industry Context

This Form 4 reports routine insider transactions related to equity compensation and tax planning, which are common across all publicly traded companies. It does not provide information relevant to broader industry trends or competitive positioning.

Comparison to Industry Standards

• The reported transactions, specifically the sale of shares to cover tax obligations upon RSU vesting, are standard practice for executives receiving equity compensation across various industries.
• The use of a Rule 10b5-1 plan aligns with best practices for insider trading compliance, demonstrating a pre-planned approach to equity management.

Stakeholder Impact

• Shareholders: Minimal direct impact, as these are routine insider transactions for tax purposes and do not signal a change in company fundamentals or strategy. The sales represent a very small fraction of the company's outstanding shares.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Future vesting of remaining restricted stock units for the reporting person will occur in substantially equal annual installments.

Key Dates

Keywords

Rockwell Automation, ROK, Form 4, insider trading, beneficial ownership, restricted stock units, RSU, stock sale, 10b5-1 plan, equity compensation, John M. Miller