PC Connection (CNXN) CEO converts 10,000 RSUs and withholds 2,470 shares for taxes

Rhea-AI Filing Summary

PC Connection, Inc. President & CEO Timothy J. McGrath reported equity compensation activity involving company stock. On February 10, 2026, he exercised 10,000 restricted stock units into common shares at an exercise price of $0.00, reflecting the conversion of a stock-based award.

To cover tax obligations related to this vesting, 2,470 common shares were disposed of at $65.23 per share through a tax-withholding transaction. After these transactions, McGrath directly owned 278,213 shares of common stock and held 30,000 restricted stock units that continue to represent future rights to receive shares under the company’s 2020 Stock Incentive Plan.

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^*

MCGRATH TIMOTHY J

(Last) (First) (Middle)

730 MILFORD ROAD

(Street)

MERRIMACK NH 03054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PC CONNECTION INC [ CNXN ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		M		10,000	A	$0.00(1)	280,683	D
Common Stock	02/10/2026		F		2,470	D	$65.23	278,213	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 Units	(1)	02/10/2026		M			10,000	(2)	(2)	Common Stock	10,000	$0.00	30,000	D

Explanation of Responses:

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

2. The restricted stock units were granted under the PC Connection, Inc. 2020 Stock Incentive Plan on February 10, 2025. 10,000 shares vested on February 10, 2026, and the remaining shares are scheduled to vest as follows; 10,000 shares annually on February 10, 2027 through February 10, 2029.

Remarks:

	/s/Timothy J. McGrath	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did CNXN President & CEO Timothy McGrath report?

Timothy McGrath reported exercising 10,000 restricted stock units into common stock at an exercise price of $0.00. He also reported a tax-withholding disposition of 2,470 common shares at $65.23 per share related to this equity vesting event.

How many PC Connection (CNXN) shares does Timothy McGrath own after this Form 4?

After the reported transactions, Timothy McGrath directly owned 278,213 shares of PC Connection common stock. This figure reflects both the 10,000 shares received from restricted stock unit conversion and the 2,470 shares withheld and disposed of for tax purposes.

What happened to Timothy McGrath’s restricted stock units in this CNXN filing?

10,000 restricted stock units vested and were converted into common stock on February 10, 2026. Following this conversion, McGrath reported holding 30,000 restricted stock units outstanding, which continue to represent contingent rights to receive additional PC Connection common shares in future vesting periods.

Why were 2,470 CNXN shares disposed of at $65.23 in this Form 4?

The 2,470 common shares disposed of at $65.23 per share were used for tax withholding. The transaction code “F” indicates the shares were delivered to satisfy tax obligations arising from the exercise and vesting of restricted stock units, not an open-market sale.

Under which plan were Timothy McGrath’s CNXN restricted stock units granted?

The restricted stock units were granted under the PC Connection, Inc. 2020 Stock Incentive Plan. Footnotes explain that each unit represents a contingent right to receive one common share, with grants and vesting scheduled over multiple years according to the plan’s terms.

How are future CNXN restricted stock units scheduled to vest for Timothy McGrath?

Footnotes state that 10,000 shares vested on February 10, 2026, and remaining restricted stock units are scheduled to vest in 10,000-share increments annually on February 10, 2027, 2028, and 2029, subject to the terms of the 2020 Stock Incentive Plan.