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AAPL Form 4: 92,403 RSUs vested; 47,125 shares sold under 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Katherine L. Adams, Apple Inc. SVP, General Counsel and Secretary, reported settlement and disposition activity tied to vested restricted stock units. On 10/01/2025 92,403 restricted stock units vested and were settled into 92,403 shares. 45,278 shares were withheld to satisfy tax withholding and additional shares were sold under a Rule 10b5-1 plan adopted on 11/25/2024. Sales executed on 10/02/2025 totaled 47,125 shares across multiple trades at weighted-average prices reported between about $254.23 and $258.11. Following these transactions, the reporting person beneficially owned 179,158 shares. The vested award derived from a performance grant with a three-year TSR of 70.22%, ranking 162 of 483 (the 66.60th percentile), producing vesting of 92,403 shares from a target of 66,477.

Positive

  • 92,403 restricted stock units vested, reflecting positive performance under the TSR metric
  • Vesting resulted from a defined performance formula tied to three-year TSR (70.22%)
  • Sales were executed under a documented Rule 10b5-1 trading plan adopted on 11/25/2024, indicating pre-planned transactions

Negative

  • 47,125 shares were sold on 10/02/2025, reducing the reporting person's public holdings
  • 45,278 shares were withheld for tax obligations, lowering outstanding share ownership

Insights

Material insider activity shows scheduled vesting plus Rule 10b5-1 sales.

The Form 4 documents the scheduled settlement of 92,403 restricted stock units and subsequent share dispositions, with 45,278 shares withheld for taxes and 47,125 shares sold under a Rule 10b5-1 plan.

This is a routine disclosure reflecting compensation vesting and predictable liquidity actions rather than an unscheduled transfer; all actions are explicitly attributed to vesting, withholding, and a pre-established trading plan.

Performance grant produced above-target vesting due to 70.22% TSR over three years.

The award had a target of 66,477 RSUs; performance rules converted that into 92,403 vested units based on relative TSR ranking (66.60th percentile).

The disclosure shows the mechanics: vest on 10/01/2025, tax withholding of 45,278 shares, and market sales across prices from ~$254.23 to $258.11 recorded on 10/02/2025.

Insider Adams Katherine L.
Role SVP, GC and Secretary
Sold 47,125 shs ($12.10M)
Type Security Shares Price Value
Sale Common Stock 3,500 $254.83 $892K
Sale Common Stock 8,100 $255.96 $2.07M
Sale Common Stock 13,974 $256.60 $3.59M
Sale Common Stock 21,551 $257.54 $5.55M
Exercise Restricted Stock Unit 92,403 $0.00 --
Exercise Common Stock 92,403 $0.00 --
Tax Withholding Common Stock 45,278 $255.45 $11.57M
Holdings After Transaction: Common Stock — 222,783 shares (Direct); Restricted Stock Unit — 0 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of restricted stock units in shares of common stock on their scheduled vesting date. Shares withheld by Apple to satisfy tax withholding requirements on vesting of restricted stock units. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 25, 2024. This transaction was executed in multiple trades at prices ranging from $254.23 to $255.21; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, Apple, or a security holder of Apple. This transaction was executed in multiple trades at prices ranging from $255.23 to $256.22; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, Apple, or a security holder of Apple. This transaction was executed in multiple trades at prices ranging from $256.23 to $257.22; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, Apple, or a security holder of Apple. This transaction was executed in multiple trades at prices ranging from $257.23 to $258.11; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, Apple, or a security holder of Apple. This award was granted on September 25, 2022, for a target number of 66,477 restricted stock units. The award vested on October 1, 2025, applying a percentage of the target number of restricted stock units that was determined based on Apple's total shareholder return ("TSR") relative to the other companies in the S&P 500 from the first day of Apple's fiscal year 2023 and ending with the last day of Apple's fiscal year 2025. TSR is calculated based on the change in a company's stock price during the performance period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock. In accordance with the terms of the award, the beginning value used for calculating TSR is the average closing stock price for the first 20 trading days of the performance period. Apple's beginning value was calculated to be $143.67. Similarly, the ending value used for calculating TSR is the average closing price for the final 20 trading days of the performance period. Apple's ending value was calculated to be $244.54. This award provided that if Apple's relative TSR performance was ranked at or above the 85th percentile for companies in the S&P 500 for the performance period, 200% of the target number of restricted stock units vest. If Apple's performance was ranked at or above the 55th percentile, 100% of the target number of restricted stock units vest. If Apple's performance was ranked at or above the 25th percentile, 25% of the target number of restricted stock units vest, and if Apple's performance was ranked below the 25th percentile, 0% of the target number of restricted stock units vest. If Apple's performance was between these levels, the portion of the restricted stock units that vest would be determined on a straight-line basis (i.e., linearly interpolated) between the two nearest vesting percentages. Apple's TSR for the three-year performance period was 70.22%, which ranked 162 of the 483 companies that were included in the S&P 500 for the performance period and placed Apple in the 66.60th percentile. Therefore, 92,403 restricted stock units subject to performance requirements vested.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Adams Katherine L.
(Last) (First) (Middle)
ONE APPLE PARK WAY
(Street)
CUPERTINO CA 95014
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Apple Inc. [ AAPL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, GC and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/01/2025 M 92,403 A (1)(2) 271,561 D
Common Stock(3) 10/01/2025 F 45,278 D $255.45 226,283 D
Common Stock(4) 10/02/2025 S 3,500 D $254.83(5) 222,783 D
Common Stock(4) 10/02/2025 S 8,100 D $255.96(6) 214,683 D
Common Stock(4) 10/02/2025 S 13,974 D $256.6(7) 200,709 D
Common Stock(4) 10/02/2025 S 21,551 D $257.54(8) 179,158 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (1)(2) 10/01/2025 M 92,403 (9)(10)(11)(12) (9)(10)(11)(12) Common Stock 92,403 (1)(2) 0 D
Explanation of Responses:
1. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
2. This transaction represents the settlement of restricted stock units in shares of common stock on their scheduled vesting date.
3. Shares withheld by Apple to satisfy tax withholding requirements on vesting of restricted stock units.
4. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 25, 2024.
5. This transaction was executed in multiple trades at prices ranging from $254.23 to $255.21; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, Apple, or a security holder of Apple.
6. This transaction was executed in multiple trades at prices ranging from $255.23 to $256.22; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, Apple, or a security holder of Apple.
7. This transaction was executed in multiple trades at prices ranging from $256.23 to $257.22; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, Apple, or a security holder of Apple.
8. This transaction was executed in multiple trades at prices ranging from $257.23 to $258.11; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, Apple, or a security holder of Apple.
9. This award was granted on September 25, 2022, for a target number of 66,477 restricted stock units. The award vested on October 1, 2025, applying a percentage of the target number of restricted stock units that was determined based on Apple's total shareholder return ("TSR") relative to the other companies in the S&P 500 from the first day of Apple's fiscal year 2023 and ending with the last day of Apple's fiscal year 2025.
10. TSR is calculated based on the change in a company's stock price during the performance period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock. In accordance with the terms of the award, the beginning value used for calculating TSR is the average closing stock price for the first 20 trading days of the performance period. Apple's beginning value was calculated to be $143.67. Similarly, the ending value used for calculating TSR is the average closing price for the final 20 trading days of the performance period. Apple's ending value was calculated to be $244.54.
11. This award provided that if Apple's relative TSR performance was ranked at or above the 85th percentile for companies in the S&P 500 for the performance period, 200% of the target number of restricted stock units vest. If Apple's performance was ranked at or above the 55th percentile, 100% of the target number of restricted stock units vest. If Apple's performance was ranked at or above the 25th percentile, 25% of the target number of restricted stock units vest, and if Apple's performance was ranked below the 25th percentile, 0% of the target number of restricted stock units vest. If Apple's performance was between these levels, the portion of the restricted stock units that vest would be determined on a straight-line basis (i.e., linearly interpolated) between the two nearest vesting percentages.
12. Apple's TSR for the three-year performance period was 70.22%, which ranked 162 of the 483 companies that were included in the S&P 500 for the performance period and placed Apple in the 66.60th percentile. Therefore, 92,403 restricted stock units subject to performance requirements vested.
Remarks:
/s/ Sam Whittington, Attorney-in-Fact for Katherine L. Adams 10/03/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Apple insider Katherine L. Adams report on Form 4 (AAPL)?

The Form 4 reports the settlement of 92,403 restricted stock units on 10/01/2025, 45,278 shares withheld for taxes, and sale of 47,125 shares on 10/02/2025.

Why did 92,403 RSUs vest for Katherine Adams?

The RSUs vested under a performance award tied to Apple’s three-year TSR of 70.22%, which placed Apple in the 66.60th percentile and produced vesting of 92,403 shares from a target of 66,477.

Were the share sales part of a planned program?

Yes. The sales on 10/02/2025 were reported as executed pursuant to a Rule 10b5-1 trading plan adopted on 11/25/2024.

What prices were recorded for the sales on 10/02/2025?

The Form 4 reports weighted-average sale prices with execution ranges between about $254.23 and $258.11 across the reported trades.

How many Apple shares did Katherine Adams own after these transactions?

Following the reported transactions, the Form 4 shows beneficial ownership of 179,158 shares.