Autoliv (NYSE: ALV) EVP gains RSU awards and converts PSUs to stock

Rhea-AI Filing Summary

Autoliv EVP Legal and General Counsel Anthony J. Nellis reported several equity compensation transactions dated February 19, 2026. He received performance-based restricted stock unit grants from the 2023, 2024, and 2025 programs totaling 664.7547, 1,069.2322 and 1,346.4453 units, plus 899 time-based RSUs, each representing one share of common stock.

Previously granted performance-based RSUs from the 2023 award converted into 2,851 common shares after 2025 performance goals for organic sales growth, earnings per share, and greenhouse gas emissions were achieved above threshold levels where applicable. Of these shares, 815 were surrendered at $123.15 per share to cover tax obligations, leaving him with 9,970 directly owned Autoliv common shares.

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

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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^*

Nellis Anthony J

(Last) (First) (Middle)

C/O AUTOLIV, INC.

KLARABERGSVIADUKTEN 70, SECTION D5

(Street)

STOCKHOLM V7 SE-111 64

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AUTOLIV INC [ ALV ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP Legal and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/19/2026		M		2,851	A	$0	10,785	D
Common Stock	02/19/2026		F		815	D	$123.15	9,970	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
Performance-Based Restricted Stock Units (2023 Grant)	$0(1)	02/19/2026		A		664.7547(3)		(6)	(6)	Common Stock	664.7547	$0	2,851.7975	D
Performance-Based Restricted Stock Units (2023 Grant)	$0(1)	02/19/2026		M			2,851.7975(2)	02/19/2026	02/19/2026	Common Stock	2,851.7975	$0	0	D
Performance-Based Restricted Stock Units (2024 Grant)	$0(1)	02/19/2026		A		1,069.2322(4)		(7)	(7)	Common Stock	1,069.2322	$0	1,972.6919	D
Performance-Based Restricted Stock Units (2025 Grant)	$0(1)	02/19/2026		A		1,346.4453(5)		(8)	(8)	Common Stock	1,346.4453	$0	1,346.4453	D
Restricted Stock Unit	$0(1)	02/19/2026		A		899		02/19/2029	02/19/2029	Common Stock	899	$0	899	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one share of ALV common stock.

2. Fractional RSUs are rounded down to the nearest whole number at vesting, the fractional amount is forfeited.

3. The performance-based RSUs granted in February 2023 are comprised of three separate one-year performance periods for each of calendar years 2023, 2024 and 2025. All PSUs will vest following 2025, to the extent earned and subject to the reporting person's continued employment. Reflects the PSUs that were earned over the third one-year performance period (January 1, 2025 - December 31, 2025) based on the level of achievement of pre-determined performance goals related to (i) Organic Sales Growth vs. Light Vehicle Production Growth (25%), (ii) Earnings Per Share (60%), and (iii) Greenhouse Gas Emissions (15%). The goals for (ii) and (iii) were achieved above the threshold level.

4. The performance-based RSUs granted in February 2024 are comprised of three separate one-year performance periods for each of calendar years 2024, 2025, and 2026. All PSUs will vest following 2026, to the extent earned and subject to the reporting person's continued employment. Reflects the PSUs that were earned over the second one-year performance period (January 1, 2025 - December 31, 2025) based on the level of achievement of pre-determined performance goals related to (i) Organic Sales Growth vs. Light Vehicle Production Growth (25%), (ii) Earnings Per Share (60%), and (iii) Greenhouse Gas Emissions (15%). The goals for (ii) and (iii) were achieved above the threshold level.

5. The performance-based RSUs granted in February 2025 are comprised of three separate one-year performance periods for each of calendar years 2025, 2026 and 2027. All PSUs will vest following 2027, to the extent earned and subject to the reporting person's continued employment. Reflects the PSUs that were earned over the first one-year performance period (January 1, 2025 - December 31, 2025) based on the level of achievement of pre-determined performance goals related to (i) Organic Sales Growth vs. Light Vehicle Production Growth (25%), (ii) Earnings Per Share (60%), and (iii) Greenhouse Gas Emissions (15%). The goals for (ii) and (iii) were achieved above the threshold level.

6. The performance-based RSUs, as adjusted if necessary, vest and convert to shares in one installment after the completion of the third one-year performance period ending December 31, 2025 and the Leadership Development and Compensation Committee's certification of the level of achievement of the applicable performance objectives.

7. The performance-based RSUs, as adjusted if necessary, vest and convert to shares in one installment after the completion of the third one-year performance period ending December 31, 2026 and the Leadership Development and Compensation Committee's certification of the level of achievement of the applicable performance objectives.

8. The performance-based RSUs, as adjusted if necessary, vest and convert to shares in one installment after the completion of the third one-year performance period ending December 31, 2027 and the Leadership Development and Compensation Committee's certification of the level of achievement of the applicable performance objectives.

	Brian Kelly by POA from Anthony Nellis	02/23/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Autoliv (ALV) EVP Anthony Nellis report?

Anthony Nellis reported multiple equity awards and related share movements. He received new performance-based and time-based restricted stock units and converted previously granted performance units into common stock, with a portion of the resulting shares delivered to cover tax withholding obligations.

How many Autoliv (ALV) common shares does Anthony Nellis own after these Form 4 transactions?

After the reported transactions, Anthony Nellis directly owns 9,970 Autoliv common shares. This reflects the conversion of performance-based RSUs into stock and the surrender of 815 shares at $123.15 per share to satisfy associated tax withholding requirements.

What performance metrics determine Autoliv (ALV) performance-based RSU vesting for Anthony Nellis?

The performance-based RSUs use annual periods with goals tied to organic sales growth versus light vehicle production, earnings per share, and greenhouse gas emissions. Footnotes state that goals for earnings per share and greenhouse gas emissions for the relevant 2025 performance periods were achieved above the threshold level.

Over what periods do Anthony Nellis’s Autoliv (ALV) performance-based RSUs vest?

The 2023, 2024, and 2025 performance-based RSU grants each span three separate one-year performance periods. They vest in a single installment after the final performance year ends and after committee certification of performance, assuming continued employment throughout the applicable period.

Why were 815 Autoliv (ALV) shares disposed of in Anthony Nellis’s Form 4?

The 815-share disposition was a tax-withholding transaction. Shares resulting from the exercise or conversion of performance-based RSUs were delivered at $123.15 per share to satisfy tax liabilities, rather than being an open-market sale or discretionary reduction in his Autoliv holdings.

What new Autoliv (ALV) restricted stock unit grants did Anthony Nellis receive?

He received several new derivative awards at no exercise price: 664.7547, 1,069.2322, and 1,346.4453 performance-based RSUs tied to 2023–2025 grants, plus 899 time-based RSUs. Each unit represents a contingent right to receive one share of Autoliv common stock if vesting conditions are met.