Alaska Air CEO converts RSUs, withholds shares for taxes

Alaska Air Group CEO Benito Minicucci reported equity award activity involving restricted stock units (RSUs) and related tax withholding on February 13, 2026.

Accepted by SEC EDGAR 02/17/2026 - 06:37 PM EST

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Rhea-AI Filing Summary

Alaska Air Group CEO Benito Minicucci reported equity award activity involving restricted stock units (RSUs) and related tax withholding on February 13, 2026. He converted 39,160 RSUs and 22,720 RSUs into an equal number of common shares at an exercise price of $0 per share. To cover tax obligations from these vestings, 14,747 shares and 8,556 shares of common stock were withheld at a price of $55.27 per share in exempt transactions with the company. After these transactions, he directly owned 231,582 shares of Alaska Air Group common stock.

Insider Trade Summary

61,880 shares exercised/converted

Exercise 6 txns

Insider MINICUCCI BENITO

Role CEO AND PRESIDENT

Type	Security	Shares	Price	Value
Exercise	RESTRICTED STOCK UNITS	39,160	$0.00	$0.00
Exercise	RESTRICTED STOCK UNITS	22,720	$0.00	$0.00
Exercise	COMMON STOCK	39,160	$0.00	$0.00
Exercise Price or Tax Liability	COMMON STOCK	14,747	$55.27	$815K
Exercise	COMMON STOCK	22,720	$0.00	$0.00
Exercise Price or Tax Liability	COMMON STOCK	8,556	$55.27	$473K

Holdings After Transaction: RESTRICTED STOCK UNITS — 22,720 contracts (Direct); COMMON STOCK — 231,582 shares (Direct)

Holdings Before and After: RESTRICTED STOCK UNITS, 84,600 to 22,720 contracts (Direct); COMMON STOCK, 193,005 to 231,582 shares (Direct)

Footnotes (4)

F1. Each restricted stock unit (RSUs) represents a contingent right to receive one share of ALK common stock.
F2. The shares withheld were an exempt disposition to the Issuer under Rule 16b-3(e) to satisfy tax withholding obligations arising out of the vesting of RSUs and settled with shares by the reporting person.
F3. The shares vest as to 100% of the shares granted on February 13, 2026.
F4. The restricted stock units vesting were from a grant of 68,160 shares that have vested or will vest in three equal installments as follows: 22,720 shares on February 13, 2025; 22,720 shares on February 13, 2026; and 22,720 shares on February 13, 2027.

FAQ

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What insider activity did ALK CEO Benito Minicucci report on February 13, 2026?

Benito Minicucci reported RSU vesting and related share withholding transactions on February 13, 2026. He converted 39,160 and 22,720 restricted stock units into common shares, then had 14,747 and 8,556 shares withheld to satisfy tax obligations, all in direct ownership form.

Did the ALK CEO buy or sell shares in the open market in this Form 4 filing?

The filing shows no open market purchases or sales by the ALK CEO. Reported activity reflects RSU conversions at $0 exercise price and share withholding transactions at $55.27 per share to cover tax liabilities arising from the RSU vesting.

How many Alaska Air Group shares does the CEO own after the reported Form 4 transactions?

After the reported RSU conversions and tax withholding dispositions, the CEO directly owns 231,582 shares of Alaska Air Group common stock. This figure reflects all acquisitions from vested RSUs and shares withheld back to the issuer for tax payments on February 13, 2026.

What restricted stock unit grants are described in the ALK Form 4 footnotes?

The footnotes describe RSUs where each unit equals one ALK share. One grant vests 100% on February 13, 2026, and another totals 68,160 RSUs vesting in three equal installments of 22,720 shares in 2025, 2026, and 2027, respectively.

Why were some ALK shares disposed of in the CEO’s Form 4, and at what price?

Shares were disposed of solely to satisfy tax withholding obligations from RSU vesting. The company withheld 14,747 and 8,556 shares as an exempt disposition, using a transaction price of $55.27 per share, rather than the CEO selling shares on the open market.

How are the ALK CEO’s RSUs converted into common stock according to the filing?

Each RSU converts into one share of ALK common stock upon vesting. On February 13, 2026, 39,160 and 22,720 RSUs converted to the same number of shares at a $0 exercise price, increasing the CEO’s direct common stock holdings before tax withholding.

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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^*

MINICUCCI BENITO

(Last)

(First)

(Middle)

ALASKA AIR GROUP, INC.

19300 INTERNATIONAL BLVD

(Street)

SEATTLE

98188

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALASKA AIR GROUP, INC. [ ALK ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO AND PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	02/13/2026		M		39,160	A	$0⁽¹⁾	232,165	D
COMMON STOCK	02/13/2026		F		14,747⁽²⁾	D	$55.27	217,418	D
COMMON STOCK	02/13/2026		M		22,720	A	$0⁽¹⁾	240,138	D
COMMON STOCK	02/13/2026		F		8,556⁽²⁾	D	$55.27	231,582	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
RESTRICTED STOCK UNITS	$0⁽¹⁾	02/13/2026		M			39,160	⁽³⁾	⁽³⁾	COMMON STOCK	39,160	$0	0	D
RESTRICTED STOCK UNITS	$0⁽¹⁾	02/13/2026		M			22,720	⁽⁴⁾	⁽⁴⁾	COMMON STOCK	22,720	$0	22,720	D

Explanation of Responses:

1. Each restricted stock unit (RSUs) represents a contingent right to receive one share of ALK common stock.

2. The shares withheld were an exempt disposition to the Issuer under Rule 16b-3(e) to satisfy tax withholding obligations arising out of the vesting of RSUs and settled with shares by the reporting person.

3. The shares vest as to 100% of the shares granted on February 13, 2026.

4. The restricted stock units vesting were from a grant of 68,160 shares that have vested or will vest in three equal installments as follows: 22,720 shares on February 13, 2025; 22,720 shares on February 13, 2026; and 22,720 shares on February 13, 2027.

Remarks:

	/s/ Howard Kuppler, by power of attorney	02/17/2026
	** 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