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Equity awards vest for Avery Dennison (AVY) director Mitchell Butier

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

Rhea-AI Filing Summary

Avery Dennison Corp director Mitchell R. Butier reported equity award vesting and related share transactions. On March 1, 2026, he acquired common stock through exercises of 2022 and 2023 market-leveraged stock unit (MSU) awards and a 2023 performance unit (PU) award, all at a stated price of $194.78 per share for the common stock entries.

The 2022 MSUs vested at 92% of target based on absolute total stockholder return during the 2022–2025 period, while 2023 MSUs vested at 96% of target. The 2023 PUs vested at 56% of target, reflecting a mix of economic value added and relative total stockholder return results, with all awards including accrued dividend equivalents.

To cover tax obligations and related amounts, Butier disposed of portions of the newly delivered common shares via transactions coded “F,” which represent payment of tax liability by delivering securities, rather than open‑market sales. After these transactions, he directly held 311,147 common shares and indirectly held 4,312.4948 shares through a savings plan.

Positive

  • None.

Negative

  • None.
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*
Butier Mitchell R

(Last) (First) (Middle)
8080 NORTON PARKWAY

(Street)
MENTOR OH 44060

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Avery Dennison Corp [ AVY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026
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 03/01/2026 M 5,079 A $194.78 308,410 D
Common Stock 03/01/2026 F 3,029 D $194.78 305,381 D
Common Stock 03/01/2026 M 4,302 A $194.78 309,683 D
Common Stock 03/01/2026 F 2,524 D $194.78 307,159 D
Common Stock 03/01/2026 M 9,645 A $194.78 316,804 D
Common Stock 03/01/2026 F 5,657 D $194.78 311,147 D
Common Stock (Savings Plan) 4,312.4948 I 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
2022 MSU Award $0 03/01/2026 M 5,079 03/01/2023(1) 03/01/2026 Common Stock 5,079 $0 0 D
2023 MSU Award $0 03/01/2026 M 4,302 03/01/2024(2) 03/01/2027 Common Stock 4,302 $0 3,092 D
2023 PU Award $0 03/01/2026 M 9,645 03/01/2026(3) 03/01/2026 Common Stock 9,645 $0 0 D
Explanation of Responses:
1. Shares reflect the vesting of the fourth tranche of MSUs granted in February 2022 that remained eligible to vest after the reporting person's transition to non-executive status in April 2025, at 92% of target based on our absolute total stockholder return in excess of 10% during the 2022-2025 performance period, plus dividend equivalents accrued during the period.
2. Shares reflect the vesting of the third tranche of MSUs granted in March 2023 that remained eligible to vest after the reporting person's transition to non-executive status in April 2025, at 96% of target based on our absolute total stockholder return during the 2023-2025 performance period, plus dividend equivalents accrued during the period.
3. Shares reflect the vesting of PUs granted in March 2023 that remained eligible to vest after the reporting person's transition to non-executive status in April 2025, at 56% of target, based 50% on our cumulative economic value added of 0% of target and 50% on our relative total stockholder return of 112% of target.
/s/ Vikas Arora attorney-in-fact for Mitchell R Butier 03/03/2026
** 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.

FAQ

What insider transactions did Mitchell Butier report for AVY on March 1, 2026?

Mitchell R. Butier reported multiple equity award vestings and conversions on March 1, 2026, for Avery Dennison Corp. He exercised MSU and PU awards into common stock, then used some of those shares to satisfy tax liabilities via coded F transactions.

Were Avery Dennison (AVY) shares bought or sold in the open market by Mitchell Butier?

The filing shows no open-market buys or sells by Mitchell Butier. Instead, he received common shares from vesting and exercise of MSU and PU awards and surrendered some of those shares to cover tax obligations, reflected by transaction code F entries.

How did performance affect Mitchell Butier’s 2022 and 2023 Avery Dennison MSU awards?

The 2022 MSU tranche vested at 92% of target based on absolute total stockholder return above 10% from 2022–2025. The 2023 MSU tranche vested at 96% of target, also tied to absolute total stockholder return over the 2023–2025 performance period, including dividend equivalents.

What performance results drove vesting of Mitchell Butier’s 2023 Avery Dennison PU award?

The 2023 PU award vested at 56% of target. Vesting was split 50% on cumulative economic value added, which came in at 0% of target, and 50% on relative total stockholder return, which reached 112% of target, plus accrued dividend equivalents.

How many Avery Dennison common shares does Mitchell Butier hold after these Form 4 transactions?

Following the reported March 1, 2026 transactions, Mitchell Butier directly held 311,147 shares of Avery Dennison common stock. He also indirectly held 4,312.4948 shares through a savings plan, as reflected in the indirect ownership entry in the filing.

What does transaction code F mean in Mitchell Butier’s Avery Dennison Form 4?

Transaction code F indicates shares used to pay an exercise price or tax liability. In this filing, Butier delivered Avery Dennison common shares received from equity awards back to satisfy withholding taxes, rather than selling shares in the open market for cash proceeds.
Avery Dennison Corp

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