Deluxe (NYSE: DLX) CEO logs RSU vesting and share withholding for taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Deluxe Corp President & CEO Barry C. McCarthy reported equity award activity tied to restricted stock units. On February 19, 2026, 51,325 restricted stock units vested and converted one-for-one into 51,325 common shares. To cover related tax liabilities, 25,252 common shares were withheld at $27.32 per share. After these transactions, he directly holds 458,524 common shares and 102,650 restricted stock units that continue to vest over time, subject to continued employment.

Insider Trade Summary

51,325 shares exercised/converted

Mixed 3 txns

Insider McCarthy Barry C

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	51,325	$0.00	--
Exercise	Common Stock	51,325	$0.00	--
Tax Withholding	Common Stock	25,252	$27.32	$690K

Holdings After Transaction: Restricted Stock Unit — 102,650 shares (Direct); Common Stock — 483,776 shares (Direct)

Footnotes (1)

Transaction reflects vesting and conversion into shares on a one-for-one basis of restricted stock units previously awarded. Transaction reflects withholding of shares to satisfy tax liabilities associated with vesting of restricted stock units. Restricted stock units granted under the Company's Stock Incentive Plan that vest in equal one-third increments on the first three anniversaries of date of grant. Upon vesting, each unit is converted into a share of common stock. Subject to certain exceptions, vesting is contingent upon continued employment.

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Form 4 Insider Transactions: What Each Field Means →

02/20/2026 - 04:49 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^*

McCarthy Barry C

(Last)

(First)

(Middle)

801 MARQUETTE AVE. S.

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DELUXE CORP [ DLX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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

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

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

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	02/19/2026		M		51,325⁽¹⁾	A	$0	483,776	D
Common Stock	02/19/2026		F		25,252⁽²⁾	D	$27.32	458,524	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)
Restricted Stock Unit	$0	02/19/2026		M			51,325	02/19/2026⁽³⁾	02/19/2028	Common Stock	51,325	$0	102,650	D

Explanation of Responses:

1. Transaction reflects vesting and conversion into shares on a one-for-one basis of restricted stock units previously awarded.

2. Transaction reflects withholding of shares to satisfy tax liabilities associated with vesting of restricted stock units.

3. Restricted stock units granted under the Company's Stock Incentive Plan that vest in equal one-third increments on the first three anniversaries of date of grant. Upon vesting, each unit is converted into a share of common stock. Subject to certain exceptions, vesting is contingent upon continued employment.

Remarks:

	/s/ Kortney Q. Nordrum, Attorney in Fact	02/20/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Deluxe (DLX) CEO Barry McCarthy report in this Form 4?

Barry McCarthy reported vesting of restricted stock units that converted into common shares, plus share withholding for taxes. These are equity award-related transactions rather than open-market stock purchases or sales, reflecting routine compensation and tax settlement activity for the Deluxe CEO.

How many Deluxe (DLX) restricted stock units vested for the CEO?

A total of 51,325 restricted stock units vested for the Deluxe CEO and converted into 51,325 common shares. The units were granted under the company’s Stock Incentive Plan and vest in three equal annual installments, contingent on continued employment with Deluxe Corporation.

Why were 25,252 Deluxe (DLX) shares disposed of in this filing?

The 25,252 Deluxe shares were withheld to satisfy tax liabilities associated with the vesting of restricted stock units. This tax-withholding disposition, coded “F,” is a common, non‑open‑market method to cover income and payroll taxes triggered when equity awards vest.

How many Deluxe (DLX) shares does the CEO hold after these transactions?

After these transactions, Barry McCarthy directly holds 458,524 Deluxe common shares. In addition, he holds 102,650 restricted stock units that will convert into common shares as they vest over the next vesting dates, assuming continued employment with Deluxe Corporation.

How do Barry McCarthy’s Deluxe (DLX) restricted stock units vest?

The restricted stock units were granted under Deluxe’s Stock Incentive Plan and vest in three equal one‑third increments on the first three anniversaries of the grant date. Upon each vesting, one unit converts into one common share, generally contingent on continued employment.

Are the Deluxe (DLX) CEO’s transactions in this Form 4 open-market trades?

No, the reported transactions reflect equity award vesting and a related tax‑withholding disposition, not open‑market buying or selling. Code “M” denotes conversion of restricted stock units into shares, while code “F” denotes shares withheld to pay associated tax obligations.