Ducommun (DCO) CEO returns shares under clawback and tax withholding

Rhea-AI Filing Summary

Ducommun Inc. Chairman, President & CEO Stephen G. Oswald reported compensation-related share dispositions. On May 14, 2026, 2,185 shares of common stock at $151.59 per share were withheld to satisfy tax obligations tied to the settlement of 4,406 restricted stock units. In addition, 2,221 shares were returned to Ducommun and 4,406 restricted stock units that vested the same day were not delivered under the company’s Second Amended and Restated Clawback Policy following a restatement and revision of previously issued financial statements. After these transactions, Oswald directly held 409,843 common shares.

Insights

Equity compensation and governance analyst

CEO’s Form 4 shows routine tax withholding plus a clawback-related share return.

The filing indicates CEO Stephen G. Oswald had 2,185 shares withheld at $151.59 per share to cover tax obligations on 4,406 vested restricted stock units. This is a standard non-market transaction and does not represent an open-market sale.

A separate 2,221-share disposition reflects enforcement of Ducommun’s Second Amended and Restated Clawback Policy after restated financial statements. The company determined certain compensation would not have been earned, so vested RSUs were not delivered and shares were returned to the issuer.

Following these adjustments, Oswald directly holds 409,843 common shares. The transactions are administrative and policy-driven, so their informational value lies in confirming active clawback governance rather than signaling a change in the CEO’s market view of the stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Oswald Stephen G

Role Chairman, President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,185	$151.59	$331K
Disposition	Common Stock	2,221	$0.00	--

Holdings After Transaction: Common Stock — 412,064 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 4,406 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, 4,406 restricted stock units that vested on May 14, 2026 were not delivered to the Reporting Person and 2,221 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: 2,185 shares Tax withholding price: $151.59 per share Clawback share return: 2,221 shares +2 more

5 metrics

Tax-withheld shares 2,185 shares Withheld to satisfy tax obligations on RSU settlement at $151.59

Tax withholding price $151.59 per share Price used for 2,185-share tax-withholding disposition

Clawback share return 2,221 shares Returned to issuer under Second Amended and Restated Clawback Policy

RSUs impacted 4,406 restricted stock units Units that vested on May 14, 2026 and were not delivered

Shares held after transactions 409,843 shares Direct holdings of CEO Stephen Oswald following reported dispositions

Key Terms

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

5 terms

restricted stock units financial

"settlement, on May 14, 2026, of 4,406 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 Policy financial

"in accordance with the Issuer's 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 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"

Form 4 Insider Transactions: What Each Field Means →

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)
05/14/2026

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)

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	05/14/2026		F		2,185(1)	D	$151.59	412,064	D
Common Stock	05/14/2026		D		2,221(2)	D	(2)	409,843	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 14, 2026, of 4,406 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, 4,406 restricted stock units that vested on May 14, 2026 were not delivered to the Reporting Person and 2,221 shares of the Issuer's common stock were returned to the Issuer in accordance with the Issuer's Clawback Policy.

	Stephen G. Oswald	05/15/2026
	** 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)

FAQ

What insider transactions did Ducommun (DCO) CEO Stephen Oswald report?

Stephen Oswald reported two non-derivative dispositions of Ducommun common stock. One was 2,185 shares withheld for taxes. The other was 2,221 shares returned to the company under its clawback policy tied to restated financial statements and previously awarded compensation.

Were Ducommun (DCO) CEO Stephen Oswald’s transactions open-market sales?

No, the transactions were not open-market sales. One was a tax-withholding disposition of 2,185 shares at $151.59 per share. The other involved returning 2,221 shares to Ducommun in connection with its Second Amended and Restated Clawback Policy after financial statement restatements.

How many Ducommun (DCO) shares did the CEO return under the clawback policy?

Stephen Oswald returned 2,221 shares of Ducommun common stock to the company. Additionally, 4,406 restricted stock units that vested on May 14, 2026 were not delivered, reflecting compensation adjustments under Ducommun’s Second Amended and Restated Clawback Policy after restated financial statements.

What tax-related share withholding occurred for Ducommun (DCO) CEO Stephen Oswald?

2,185 Ducommun common shares were withheld at $151.59 per share to satisfy tax withholding obligations. These obligations arose from the settlement on May 14, 2026 of 4,406 restricted stock units that vested for CEO Stephen Oswald as part of his equity compensation.

How many Ducommun (DCO) shares does CEO Stephen Oswald hold after these transactions?

After the reported dispositions, Stephen Oswald directly holds 409,843 shares of Ducommun common stock. This figure reflects both the tax-withholding disposition of 2,185 shares and the 2,221 shares returned to the issuer in connection with Ducommun’s clawback policy operation.

Why did Ducommun (DCO) apply its clawback policy to the CEO’s equity awards?

The clawback policy was applied because Ducommun restated and revised previously issued financial statements. The company concluded some compensation would not have been earned using the restated results, so 4,406 vested restricted stock units were not delivered and 2,221 shares were returned to the issuer.