Why was the tax withholding share count corrected in Ducommun (DCO) CFO’s Form 4/A?

A footnote explains that the number of shares withheld for taxes on the May 15, 2026 exercise of 7,500 options was initially reported as 4,728. This Form 4/A corrects the figure, stating that 4,783 shares were withheld to satisfy those tax withholding obligations.

Ducommun (NYSE: DCO) CFO option exercise and RSU clawback detailed

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

Ducommun senior vice president and CFO Suman B. Mookerji exercised stock options for 7,500 shares of common stock at $40.44 per share and now directly holds 32,066 shares. Shares totaling 6,022 were withheld on May 14–15, 2026 to cover tax obligations, and 1,259 shares were returned to the company under its Clawback Policy related to restated financial statements. These dispositions reflect tax withholding and clawback adjustments rather than open-market sales.

Insider Trade Summary

7,500 shares exercised/converted

Mixed 5 txns

Insider Mookerji Suman B.

Role Sr. V.P., C.F.O.

Type	Security	Shares	Price	Value
Exercise	Option - Right to Buy	7,500	$0.00	--
Exercise	Common Stock	7,500	$40.44	$303K
Tax Withholding	Common Stock	4,783	$151.59	$725K
Tax Withholding	Common Stock	1,239	$15,159.00	$18.78M
Disposition	Common Stock	1,259	$0.00	--

Holdings After Transaction: Option - Right to Buy — 0 shares (Direct, null); Common Stock — 32,066 shares (Direct, null)

Footnotes (1)

Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the settlement, on May 14, 2026 of 2,498 restricted stock units. In connection with the operation of the Issuer's Second Amended and Restated Clawback Policy (the "Clawback Policy") with respect to the restatement and revision of the Issuer's previously issued financialstatements, as reported in the Issuer's Form 8-K filed on May 1, 2026, the Issuer determined that the Reporting Person would not have earned certain compensation had such compensation been determined basedon the restated financial statements. As a result, 2,498 restricted stock units that vested on May 14, 2026 were not delivered to the Reporting Person and 1,259 shares of the Issuer's common stock were returnedto the Issuer in accordance with the Issuer's Clawback Policy. The number of shares withheld to satisfy the tax withholding obligations of the Issuer with respect to the exercise of 7,500 stock options on May 15, 2026 was inadvertently identified as 4,728 shares, which has been corrected above. This option represents the right to purchase common stock under Ducommun Incorporated's Stock Incentive Plan, which is a Rule 16b-3 plan. This option vested as to 2,500 shares on each of October 10, 2020, 2021 and 2022.

Key Figures

Options exercised: 7,500 shares Option exercise price: $40.44/share Shares withheld for taxes: 6,022 shares +3 more

6 metrics

Options exercised 7,500 shares Common stock options exercised on May 15, 2026 at $40.44

Option exercise price $40.44/share Exercise price for 7,500 stock options

Shares withheld for taxes 6,022 shares Tax withholding on RSU settlement and option exercise on May 14–15, 2026

Clawback return 1,259 shares Shares returned to issuer under Clawback Policy on May 14, 2026

Direct holdings after transactions 32,066 shares Common stock directly held by CFO after May 15, 2026

RSUs affected by clawback 2,498 units Restricted stock units not delivered due to Clawback Policy

Key Terms

restricted stock units, Clawback Policy, restatement and revision of the Issuer's previously issued financialstatements, tax withholding obligations, +1 more

5 terms

restricted stock units financial

"settlement, on May 14, 2026 of 2,498 restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Clawback Policy financial

"Second Amended and Restated Clawback Policy (the "Clawback Policy")"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

restatement and revision of the Issuer's previously issued financialstatements financial

"with respect to the restatement and revision of the Issuer's previously issued financialstatements"

tax withholding obligations financial

"reduction in shares to satisfy the tax withholding obligations of the Issuer"

Rule 16b-3 plan financial

"Stock Incentive Plan, which is a Rule 16b-3 plan"

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 08:08 PM

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^*

Mookerji Suman B.

(Last)

(First)

(Middle)

600 ANTON BLVD.

SUITE 1100

(Street)

COSTA MESA

CALIFORNIA

92626

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
DUCOMMUN INC /DE/ [ DCO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. V.P., C.F.O.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/15/2026

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	05/14/2026	05/14/2026	F		1,239⁽¹⁾	D	$15,159	25,825	D
Common Stock	05/14/2026	05/14/2026	D		1,259⁽²⁾	D	⁽²⁾	24,566	D
Common Stock	05/15/2026	05/15/2026	M		7,500	A	$40.44	32,066	D
Common Stock	05/15/2026	05/15/2026	F		4,783⁽³⁾	D	$151.59	27,283	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)
Option - Right to Buy⁽⁴⁾	$40.44	05/15/2026	05/15/2026	M		7,500		10/10/2022⁽⁵⁾	10/10/2029	Common Stock	7,500	$0	0	D

Explanation of Responses:

1. Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the settlement, on May 14, 2026 of 2,498 restricted stock units.

2. In connection with the operation of the Issuer's Second Amended and Restated Clawback Policy (the "Clawback Policy") with respect to the restatement and revision of the Issuer's previously issued financialstatements, as reported in the Issuer's Form 8-K filed on May 1, 2026, the Issuer determined that the Reporting Person would not have earned certain compensation had such compensation been determined basedon the restated financial statements. As a result, 2,498 restricted stock units that vested on May 14, 2026 were not delivered to the Reporting Person and 1,259 shares of the Issuer's common stock were returnedto the Issuer in accordance with the Issuer's Clawback Policy.

3. The number of shares withheld to satisfy the tax withholding obligations of the Issuer with respect to the exercise of 7,500 stock options on May 15, 2026 was inadvertently identified as 4,728 shares, which has been corrected above.

4. This option represents the right to purchase common stock under Ducommun Incorporated's Stock Incentive Plan, which is a Rule 16b-3 plan.

5. This option vested as to 2,500 shares on each of October 10, 2020, 2021 and 2022.

	Suman B. Mookerji	05/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Ducommun (DCO) report for its CFO?

Ducommun reported that CFO Suman B. Mookerji exercised options for 7,500 shares of common stock and had 6,022 shares withheld for taxes, while 1,259 shares were returned to the company under its Clawback Policy tied to restated financial statements.

How many Ducommun (DCO) shares does the CFO hold after these Form 4/A transactions?

After these transactions, Ducommun’s CFO Suman B. Mookerji directly holds 32,066 shares of common stock. This reflects the 7,500-share option exercise, net of shares withheld for tax obligations and shares returned to the issuer under the company’s Clawback Policy.

Were Ducommun (DCO) CFO’s Form 4/A dispositions open-market sales?

The reported dispositions were not open-market sales. They consisted of 6,022 shares withheld to satisfy tax withholding obligations on restricted stock units and option exercises, plus 1,259 shares returned to Ducommun under its Clawback Policy following restated and revised financial statements.

What Ducommun (DCO) equity awards were affected by the Clawback Policy?

The Clawback Policy affected 2,498 restricted stock units that vested on May 14, 2026. These units were not delivered to CFO Suman B. Mookerji, and 1,259 shares of Ducommun common stock were returned to the company because certain compensation was not considered earned after restated financial statements.

What stock option grant did Ducommun (DCO) CFO exercise in this filing?

The CFO exercised a stock option for 7,500 shares of Ducommun common stock at $40.44 per share. This option was granted under Ducommun’s Stock Incentive Plan, a Rule 16b-3 plan, and had previously vested in three annual installments of 2,500 shares each.