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Ducommun (NYSE: DCO) VP reports RSU tax withholding and clawback

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ducommun Inc. executive Laureen S. Gonzalez, Vice President and Chief Human Resources Officer, reported non-market share dispositions tied to restricted stock units on May 8, 2026.

On that date, 629 restricted stock units settled. To cover related tax obligations, 312 shares of common stock were withheld at $137.23 per share. In addition, under the company’s Second Amended and Restated Clawback Policy, 629 vested restricted stock units were not delivered and 317 previously issued shares of common stock were returned to the company following a restatement and revision of prior financial statements. These events are compensation- and policy-related rather than open-market trading.

Positive

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Negative

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Insider Gonzalez Laureen S.
Role V.P., CHRO
Type Security Shares Price Value
Tax Withholding Common Stock 312 $137.23 $43K
Disposition Common Stock 317 $0.00 --
Holdings After Transaction: Common Stock — 12,725 shares (Direct, null)
Footnotes (1)
  1. Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the settlement, on May 8, 2026, of 629 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 financial statements, 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 based on the restated financial statements. As a result, 629 restricted stock units that vested on May 8, 2026 were not delivered to the Reporting Person and 317 shares of Issuer common stock were returned to the Issuer in accordance with the Issuer's Clawback Policy.
RSUs settled 629 restricted stock units Settled on May 8, 2026
Shares withheld for taxes 312 shares Tax withholding on RSU settlement at $137.23 per share
Tax withholding price $137.23 per share Value used for 312-share tax-withholding disposition
Shares returned under clawback 317 shares Returned to issuer under Second Amended and Restated Clawback Policy
Dispositions reported 2 transactions One tax-withholding disposition and one disposition to issuer
restricted stock units financial
"Represents a reduction in shares to satisfy the tax withholding obligations ... with respect to the settlement, on May 8, 2026, of 629 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.
tax withholding obligations financial
"Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the settlement..."
Second Amended and Restated Clawback Policy regulatory
"In connection with the operation of the Issuer's Second Amended and Restated Clawback Policy ... the Issuer determined that the Reporting Person would not have earned certain compensation..."
restatement and revision of the Issuer's previously issued financial statements regulatory
"with respect to the restatement and revision of the Issuer's previously issued financial statements, as reported in the Issuer's Form 8-K filed on May 1, 2026..."
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Gonzalez Laureen S.
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
V.P., CHRO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/08/2026F312(1)D$137.2312,725D
Common Stock05/08/2026D317(2)D(2)12,408D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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 8, 2026, of 629 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 financial statements, 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 based on the restated financial statements. As a result, 629 restricted stock units that vested on May 8, 2026 were not delivered to the Reporting Person and 317 shares of Issuer common stock were returned to the Issuer in accordance with the Issuer's Clawback Policy.
Laureen S. Gonzalez05/12/2026
** Signature of Reporting PersonDate
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 Laureen S. Gonzalez?

Ducommun reported that VP and CHRO Laureen S. Gonzalez had 629 restricted stock units settle, with 312 shares withheld for taxes and 317 shares of common stock returned to the company under its clawback policy, all on May 8, 2026.

Was Laureen S. Gonzalez’s Ducommun (DCO) Form 4 an open-market stock sale?

No, the Form 4 shows no open-market sale. The 312-share disposition reflects tax withholding on restricted stock unit settlement, and 317 shares were returned to Ducommun under its clawback policy after a financial statement restatement, not discretionary selling.

How many Ducommun (DCO) restricted stock units were involved in this Form 4?

A total of 629 restricted stock units were involved. They settled on May 8, 2026, with associated tax withholding of 312 shares and the same 629-unit vesting tied to a clawback determination that led to 317 shares being returned to the issuer.

What is the role of Ducommun’s Clawback Policy in Laureen S. Gonzalez’s Form 4?

Ducommun’s Second Amended and Restated Clawback Policy required adjustment of compensation after restated financial statements. The company determined Gonzalez would not have earned certain awards, so 629 vested restricted stock units were not delivered and 317 shares of common stock were returned to the issuer.

At what price were Ducommun (DCO) shares withheld for Laureen S. Gonzalez’s taxes?

The 312 shares withheld to satisfy tax obligations related to restricted stock unit settlement were valued at $137.23 per share. This reflects a standard tax-withholding mechanism rather than a voluntary market sale by the executive.