SUSSMAN ELLIOT J MD MBA 4

What Happened
Dr. Elliot J. Sussman (Director) exercised a total of 2,500 stock options (1,250 on 2026-03-11 and 1,250 on 2026-03-13) at an exercise price of $138.80 per share (cash cost $173,500 each; $347,000 total). To cover the exercise/tax liabilities and monetize part of the position, he surrendered 1,826 shares for tax withholding (932 on 3/11 at a weighted avg $186.28 for $173,613; 894 on 3/13 at a weighted avg $194.27 for $173,677) and sold 674 shares in the open market (318 on 3/11 at $186.35 for $59,258; 356 on 3/13 at $193.37 for $68,841). In short: he exercised 2,500 options and all 2,500 underlying shares were used to cover taxes/fees or sold (cashless exercise). Open-market sales totaled approximately $128,099.

Key Details

• Transaction dates: 2026-03-11 and 2026-03-13.
• Option exercise: 2,500 shares exercised at $138.80 ($173,500 each; $347,000 total).
• Tax withholding (F): 932 shares @ weighted avg $186.28 (3/11) and 894 shares @ weighted avg $194.27 (3/13).
• Open-market sales (S): 318 shares @ $186.35 (3/11) and 356 shares @ $193.37 (3/13); total ≈ $128,099.
• Derivative conversion entries show the option-to-share conversion; all exercised shares were disposed through withholding/sales.
• Shares owned after transaction: not specified in the provided filing (the Form 4 does not list a post-transaction total in the supplied data).
• Footnotes: F1/F2 note the weighted-average sale prices were across ranges ($186.28–$186.365 and $193.35–$193.40); F3 notes the option vested ratably 3/17/2022–3/17/2025.
• Filing timeliness: Filed 2026-03-13 for transactions on 3/11 and 3/13 — appears timely (no late filing indicated).

Context

• This was an exercise of vested options followed by immediate disposition (cashless exercise): options exercised (M), shares surrendered to cover taxes (F), and remaining shares sold on the open market (S). Such transactions are commonly used to cover exercise costs and tax obligations and are routine for option holders; they do not, by themselves, indicate a change in the insider’s view of the company.