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Ducommun (DCO) VP adjusts equity for clawback and tax withholding

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

Rhea-AI Filing Summary

Ducommun Inc. executive Laureen S. Gonzalez, the company’s V.P., CHRO, reported two equity adjustments involving common stock. She disposed of 326 shares back to the issuer as a disposition to issuer under Ducommun’s Second Amended and Restated Clawback Policy following a restatement of previously issued financial statements. A separate Form 4 entry shows 321 shares withheld at $151.59 per share to satisfy tax withholding obligations tied to the settlement of 647 restricted stock units that vested on May 14, 2026. After the disposition-to-issuer entry, she directly holds 11,761 shares of Ducommun common stock.

Positive

  • None.

Negative

  • None.
Insider Gonzalez Laureen S.
Role V.P., CHRO
Type Security Shares Price Value
Tax Withholding Common Stock 321 $151.59 $49K
Disposition Common Stock 326 $0.00 --
Holdings After Transaction: Common Stock — 12,087 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 14, 2026, of 647 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, 647 restricted stock units that vested on May 14, 2026 were not delivered to the Reporting Person and 326 shares of the Issuer's common stock were returned to the Issuer in accordance with the Issuer's Clawback Policy.
Disposition to issuer 326 shares Common stock returned to Ducommun under Clawback Policy
Tax withholding shares 321 shares Withheld to satisfy tax obligations on equity settlement
Tax withholding price $151.59 per share Price used for 321-share tax-withholding disposition
RSUs tied to transactions 647 restricted stock units Units that vested on May 14, 2026
Direct holdings after disposition 11,761 shares Common stock directly owned after disposition-to-issuer entry
restricted stock units financial
"settlement, on May 14, 2026, of 647 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 regulatory
"the Issuer's 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.
tax withholding obligations financial
"reduction in shares to satisfy the tax withholding obligations of the Issuer"
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.
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)
05/14/2026		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 Stock05/14/202605/14/2026F321(1)D$151.5912,087D
Common Stock05/14/202605/14/2026D326(2)D(2)11,761D
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 14, 2026, of 647 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, 647 restricted stock units that vested on May 14, 2026 were not delivered to the Reporting Person and 326 shares of the Issuer's common stock were returned to the Issuer in accordance with the Issuer's Clawback Policy.
Laureen S. Gonzalez05/15/2026
** 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 V.P., CHRO Laureen S. Gonzalez disposed of 326 shares back to the issuer and had 321 shares withheld to cover taxes related to vesting restricted stock units.

How does Ducommun’s clawback policy affect Laureen S. Gonzalez’s DCO shares?

Under Ducommun’s Second Amended and Restated Clawback Policy, Gonzalez returned 326 common shares after the company determined certain compensation was not earned following restated financial statements, reducing previously delivered equity compensation.

Were Ducommun (DCO) shares sold on the open market in this Form 4?

No open-market sales are shown. The Form 4 reports a disposition to the issuer of 326 shares and a separate 321-share tax-withholding disposition, rather than discretionary market sales of Ducommun common stock.

What does the tax withholding transaction mean for Ducommun (DCO) executive equity?

The filing shows 321 shares of Ducommun common stock withheld at $151.59 per share to satisfy tax withholding obligations related to the settlement of 647 restricted stock units that vested on May 14, 2026.

How many Ducommun (DCO) shares does Laureen S. Gonzalez hold after these transactions?

After the disposition-to-issuer transaction, the Form 4 lists Gonzalez as directly owning 11,761 shares of Ducommun common stock, indicating she retains a meaningful equity stake following the clawback and tax-withholding adjustments.

What triggered the clawback of Ducommun (DCO) equity from Laureen S. Gonzalez?

The clawback followed Ducommun’s restatement and revision of previously issued financial statements. Under the company’s Clawback Policy, it determined Gonzalez would not have earned certain compensation based on restated results, leading to 647 RSUs not being delivered and 326 shares returned.