Repenning Brent R 4

What Happened

• Brent R. Repenning, Executive Vice President – Specialized Services at Davey Tree Expert Co., exercised/converted company derivatives (including SARs/option-like awards) and received shares on March 27, 2026. He is reported to have acquired 21,960 shares via exercises at prices of $8.18, $8.80 and $9.55 (total cost ≈ $194,910).
• To cover tax liabilities, the company withheld/disposed 16,045 shares at $27.60 per share, totaling ≈ $442,841. After withholding, the net increase in his shares from these transactions was about 5,915 shares.
• The filing also reports routine accumulation of 15,839.5302 shares in the company 401(k) plan (internal record as of Mar 30, 2026).

Key Details

• Transaction date(s): March 27, 2026 (filed March 30, 2026). Filing appears timely.
• Exercise/Conversion (code M): 8,400 shares @ $8.18 (acq. $68,712); 4,400 shares @ $8.80 (acq. $38,720); 9,160 shares @ $9.55 (acq. $87,478). Some derivative entries show $0 disposals reflecting SAR settlement mechanics.
• Tax withholding (code F): 16,045 shares withheld at $27.60 to satisfy tax obligations (multiple withholding lots totaling ≈ $442,841).
• 401(k) accumulation: 15,839.5302 shares added to holdings per F4 (routine benefit-plan purchases).
• Footnotes: F2 notes Stock Appreciation Rights (SARs) were automatically exercised on March 4, 2026 (10th anniversary); March 27 was the earliest date the company could complete SAR calculations. F1/F3 explain share disposals were to pay taxes and PRSU/RSU distributions are spread over three years.
• Transaction codes: M = option/SAR exercise or conversion; F = shares withheld/sold to cover taxes.
• No indication this was an open-market sale; the disposals are tax-related withholding, not a market trade for cash proceeds.

Context

• These transactions reflect an exercised/settled equity award (SARs/derivatives) with routine tax withholding — common for executives receiving vested equity. Because many shares were withheld to satisfy taxes, this is not the same as an intentional open-market sale.
• For retail investors, exercises and award vesting tell you insiders are receiving equity but do not necessarily signal bullish or bearish intent. The sizable tax withholding (~$443k) simply reflects tax obligations on the award.