Applied Industrial (AIT) Form 4: Hoffner granted RSUs, performance shares and SARs

Rhea-AI Filing Summary

Warren E. Hoffner III, Vice President and General Manager—Fluid Power at Applied Industrial Technologies, reported multiple equity awards and a withholding transaction on 08/12/2025. The Form 4 shows 515 restricted stock units granted (vesting in three years) and 1,722 performance shares banked from 2025 performance (vesting at the end of a three-year program), both to be settled in Applied common stock. The filing also reports 927 shares withheld to satisfy tax withholding on vested performance shares at a price of $270.68, leaving beneficial ownership counts shown as 56,751 shares after the transactions. The report also records 1,582 stock appreciation rights granted on 08/12/2025 exercisable in annual 25% increments beginning 08/12/2026 and expiring 08/12/2035, and an indirect interest of 452.234 shares through a Retirement Savings Plan. The form was signed by a POA on 08/14/2025.

Positive

• Time-vested RSUs (515) that promote retention by vesting three years from grant
• Performance shares (1,722) tied to a three-year performance cycle, aligning pay with long-term results
• Stock appreciation rights (1,582) with long-term expirations (08/12/2035) create upside incentive

Negative

• Shares withheld (927) to satisfy tax obligations reduced immediate reported beneficial ownership
• No disclosure in this form of any sale for diversification or liquidity beyond tax withholding

Insights

Financial Analyst

TL;DR: Routine executive equity grants and tax-withholding; no unusual trading or large sale reported.

The filing documents time-based restricted stock units and performance-based shares awarded to an officer, plus share withholding to cover taxes on vested performance shares. The grants increase potential long-term alignment with shareholders because the restricted stock units vest in three years and performance shares vest at the end of a three-year performance period. The reported withholding of 927 shares at $270.68 reduces immediate beneficial ownership but is a standard practice to satisfy tax obligations. The 1,582 stock appreciation rights add long-duration upside tied to stock performance, exercisable beginning one year from grant in annual increments. Overall this is a routine equity-compensation disclosure without an indicated transfer of economic control.

Corporate Governance Expert

TL;DR: Compensation-driven equity activity consistent with standard governance and executive incentive design.

The components disclosed—time-vested restricted stock units, performance shares settled in common stock, tax-withholding via share retention, and long-dated stock appreciation rights—are common elements of executive pay programs intended to retain management and link pay to multi-year performance. The filing identifies the holder as an officer and shows both direct and indirect ownership (including 452.234 shares in a Retirement Savings Plan). There is no indication of sales for personal liquidity beyond tax withholding, and the transactions appear to follow plan mechanics documented in the company’s compensation program.

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).

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^*

Hoffner Warren E III

(Last) (First) (Middle)

ONE APPLIED PLAZA

(Street)

CLEVELAND OH 44115

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
APPLIED INDUSTRIAL TECHNOLOGIES INC [ AIT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, General Mgr-Fluid Power

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		A		515(1)	A	$0	55,956	D
Common Stock	08/12/2025		A		1,722(2)	A	$0	57,678	D
Common Stock	08/12/2025		F		927(3)	D	$270.68	56,751	D
Common Stock								452.234	I	Retirement Savings Plan

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
Stock Appreciation Rights	$270.68	08/12/2025		A		1,582		08/12/2026(4)	08/12/2035	Common Stock	1,582	$0	1,582	D

Explanation of Responses:

1. Restricted stock units that vest three years from the date of grant and are settled in shares of Applied common stock.

2. Performance shares "banked" as a result of 2025 performance. Performance shares vest at end of three-year program and are settled in shares of Applied common stock.

3. Shares withheld by Registrant to satisfy tax withholding obligations on vesting of performance shares.

4. Stock-only stock appreciation rights which become exercisable in annual increments of 25% commencing one year after the date of grant.

Remarks:

	/s/ Patricia A. Comai POA for Warren E. Hoffner, III	08/14/2025
	** 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.

FAQ

What transactions did AIT insider Warren E. Hoffner III report on 08/12/2025?

The Form 4 reports grants of 515 restricted stock units, 1,722 performance shares, withholding of 927 shares for taxes at $270.68, and acquisition of 1,582 stock appreciation rights.

How many shares does the filing show Hoffner beneficially owned after the transactions?

The filing shows beneficial ownership amounts after transactions with the final reported direct ownership listed as 56,751 shares following the withholding transaction.

When do the restricted stock units and performance shares vest?

The restricted stock units vest three years from the date of grant; performance shares vest at the end of the three-year performance program, and both are settled in Applied common stock.

What are the terms of the stock appreciation rights (SARs) granted to Hoffner?

The SARs (1,582) granted on 08/12/2025 are exercisable in annual increments of 25% beginning 08/12/2026 and expire on 08/12/2035.

Was any sale of shares reported for cash proceeds?

No sale for cash proceeds is reported; the only disposition noted is 927 shares withheld to satisfy tax withholding obligations on vesting performance shares.