Ducommun CEO reports clawback and tax share disposals

Ducommun Inc. Chairman, President & CEO Stephen G. Oswald reported compensation-related share adjustments rather than open-market trades.

Rhea-AI Filing Summary

Ducommun Inc. Chairman, President & CEO Stephen G. Oswald reported compensation-related share adjustments rather than open-market trades. On May 8, 2026, 5,135 restricted stock units settled, with 2,546 shares withheld at $137.23 per share to cover tax obligations. Under the company’s Second Amended and Restated Clawback Policy, the company also determined that 5,135 previously vested stock units would not be delivered and 2,589 shares of common stock were returned to the issuer following a restatement of prior financial statements. After these adjustments, Oswald holds 416,838 shares of Ducommun common stock directly.

Insights

Corporate governance and compensation analyst

Form 4 shows clawback- and tax-related share disposals, not discretionary selling.

The filing shows Stephen G. Oswald disposing of shares through a clawback and tax withholding, both tied to equity compensation. 2,546 shares were withheld at $137.23 per share to satisfy tax obligations on settlement of 5,135 restricted stock units.

Separately, 2,589 shares were returned to Ducommun under its Second Amended and Restated Clawback Policy after restated financial statements indicated certain compensation would not have been earned. These events stem from accounting restatements reported previously and are policy-driven rather than market-driven trades.

Following these adjustments, Oswald directly holds 416,838 common shares. Because the transactions are compensation- and policy-related instead of open-market buying or selling, they carry limited signal about his view of the company’s valuation, but they do highlight active enforcement of the clawback framework.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Oswald Stephen G

Role Chairman, President & CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	2,546	$137.23	$349K
Disposition	Common Stock	2,589	$0.00	$0.00

Holdings After Transaction: Common Stock — 414,249 shares (Direct)

Footnotes (2)

1. F1. Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the settlement, on May 8, 2026, of 5,135 restricted stock units.
2. F2. 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, 5,135 stock units that vested on May 8, 2026 were not delivered to the Reporting Person and 2,589 shares of the Issuer's common stock were returned to the Issuer in accordance with the Issuer's Clawback Policy.

Key Figures

Tax-withheld shares: 2,546 shares Clawback share return: 2,589 shares RSUs settled: 5,135 restricted stock units +3 more

6 metrics

Tax-withheld shares 2,546 shares Withheld to satisfy tax obligations on RSU settlement on May 8, 2026 at $137.23

Clawback share return 2,589 shares Returned to issuer under Second Amended and Restated Clawback Policy

RSUs settled 5,135 restricted stock units Units that settled on May 8, 2026, driving tax withholding

Reversed vested units 5,135 stock units Vested units not delivered due to restated financial statements

Shares held after transactions 416,838 shares Direct ownership by Stephen G. Oswald following May 8, 2026 adjustments

Tax withholding price $137.23 per share Price used for tax-withholding disposition of 2,546 shares

Key Terms

restricted stock units, Second Amended and Restated Clawback Policy, clawback, restatement, +1 more

5 terms

restricted stock units financial

"settlement, on May 8, 2026, of 5,135 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.

Second Amended and Restated Clawback Policy financial

"In connection with the operation of the Issuer's Second Amended and Restated Clawback Policy"

clawback financial

"returned to the Issuer in accordance with the Issuer's Clawback Policy"

A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.

restatement financial

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

A restatement is a company’s formal correction of previously released financial reports when errors or omissions are discovered, similar to fixing a report card after finding mistakes in the scores. It matters to investors because it can change past performance figures, alter valuation or earnings trends, and signal weaknesses in accounting controls or management oversight, which may affect confidence and the stock’s perceived risk.

tax withholding obligations financial

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

FAQ

What insider transactions did Ducommun (DCO) report for Stephen G. Oswald on May 8, 2026?

Stephen G. Oswald reported two non-market dispositions on May 8, 2026. 2,546 shares were withheld to cover taxes on 5,135 settling restricted stock units, and 2,589 shares were returned to Ducommun under its clawback policy following a financial statement restatement.

Were Stephen G. Oswald’s Ducommun (DCO) Form 4 transactions open-market sales?

No, the Form 4 does not show open-market sales. The transactions reflect a tax-withholding disposition of 2,546 shares at $137.23 per share and a separate 2,589-share return to the issuer under Ducommun’s clawback policy tied to restated financial statements.

How many Ducommun (DCO) shares were affected by tax withholding for Stephen G. Oswald?

The filing shows 2,546 Ducommun common shares were withheld to satisfy tax obligations. This withholding related to the settlement of 5,135 restricted stock units on May 8, 2026, and was executed at a reported price of $137.23 per share for tax purposes.

What is the role of Ducommun’s clawback policy in Stephen G. Oswald’s Form 4 filing?

Ducommun’s Second Amended and Restated Clawback Policy required reversing compensation after financial statement restatements. As a result, 5,135 vested stock units were not delivered to Stephen G. Oswald and 2,589 Ducommun common shares were returned to the issuer under this policy on May 8, 2026.

How many Ducommun (DCO) shares does Stephen G. Oswald hold after the reported Form 4 transactions?

After the reported clawback and tax-withholding transactions, Stephen G. Oswald directly holds 416,838 shares of Ducommun common stock. This figure reflects his remaining direct ownership position as shown in the Form 4 following the May 8, 2026 compensation-related adjustments.

What triggered the compensation clawback affecting Stephen G. Oswald’s Ducommun shares?

The clawback was triggered by a restatement and revision of Ducommun’s previously issued financial statements. Applying its Second Amended and Restated Clawback Policy, the company concluded certain compensation was not earned, reversing 5,135 stock units and requiring the return of 2,589 common shares.

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Accepted by SEC EDGAR 05/12/2026 - 04:55 PM Learn about SEC filing dates

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^*

Oswald Stephen G

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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)

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	05/08/2026		F		2,546(1)	D	$137.23	416,838	D
Common Stock	05/08/2026		D		2,589(2)	D	(2)	414,249	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

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 5,135 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, 5,135 stock units that vested on May 8, 2026 were not delivered to the Reporting Person and 2,589 shares of the Issuer's common stock were returned to the Issuer in accordance with the Issuer's Clawback Policy.

	Stephen G. Oswald	05/12/2026
	** 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.
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* Form 4: SEC 1474 (03-26)