Dycom SVP receives stock award; shares withheld

Accepted by SEC EDGAR 03/31/2026 - 04:57 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Dycom Industries senior vice president and chief human resources officer Jill L. Ramshaw received 1,177 shares of common stock on March 30, 2026 through the settlement of performance-vesting restricted stock units (PRSUs), including 387 supplemental shares tied to three-year performance measures. These awards were granted at no cash cost to her. To cover tax obligations from vesting of PRSUs and time-vesting restricted stock units (TRSUs), 637 shares were withheld at a value of $341.96 per share. After these compensation-related transactions, she directly holds 5,560 shares of Dycom common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Ramshaw Jill L

Role SVP & CHRO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,177	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	637	$341.96	$218K

Holdings After Transaction: Common Stock — 5,560 shares (Direct)

Footnotes (4)

1. F1. Represents shares of DY common stock acquired upon the settlement of performance-vesting restricted stock units ("PRSUs") on March 30, 2026. Each PRSU represented a contingent right to acquire one share of DY common stock upon the satisfaction of pre-established performance measures set forth in the award documents. The annual performance measures are based on (i) operating earnings and (ii) the ratio of operating cash flow to net income, in each case before certain items. The shares reported include 387 of supplemental shares that vested in connection with the satisfaction of the performance measures described in the previous sentence over the preceding three year performance period.
2. F2. No consideration was paid.
3. F3. Includes unvested time-vesting restricted stock units ("TRSUs").
4. F4. Withholding of common stock for the payment of tax liability incident to the vesting of TRSUs and PRSUs.

Key Figures

Shares acquired via PRSU settlement: 1,177 shares Supplemental performance-based shares: 387 shares Shares withheld for taxes: 637 shares +2 more

5 metrics

Shares acquired via PRSU settlement 1,177 shares Common Stock, settled on March 30, 2026

Supplemental performance-based shares 387 shares Additional PRSU shares vested over three-year performance period

Shares withheld for taxes 637 shares Common Stock withheld to pay tax liability on PRSUs and TRSUs

Withholding share value $341.96 per share Value used for tax-withholding disposition of 637 shares

Shares held after transactions 5,560 shares Total Dycom common shares directly owned after March 30, 2026

Key Terms

performance-vesting restricted stock units ("PRSUs"), supplemental shares, time-vesting restricted stock units ("TRSUs"), operating earnings, +2 more

6 terms

performance-vesting restricted stock units ("PRSUs") financial

"Represents shares of DY common stock acquired upon the settlement of performance-vesting restricted stock units ("PRSUs") on March 30, 2026."

supplemental shares financial

"The shares reported include 387 of supplemental shares that vested in connection with the satisfaction of the performance measures"

time-vesting restricted stock units ("TRSUs") financial

"Includes unvested time-vesting restricted stock units ("TRSUs")."

operating earnings financial

"The annual performance measures are based on (i) operating earnings and (ii) the ratio of operating cash flow to net income"

Operating earnings are the profit a company generates from its core business activities after subtracting everyday costs like wages, rent, and materials but before interest, taxes and one‑time gains or losses. Think of it as the result of running the business day to day—like a household’s monthly budget outcome before mortgage interest or a sudden unexpected bill—and investors use it to judge how healthy and repeatable a company’s core profit is.

ratio of operating cash flow to net income financial

"The annual performance measures are based on (i) operating earnings and (ii) the ratio of operating cash flow to net income"

tax-withholding disposition financial

"Withholding of common stock for the payment of tax liability incident to the vesting of TRSUs and PRSUs."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Dycom (DY) executive Jill L. Ramshaw report in this Form 4?

Jill L. Ramshaw reported receiving 1,177 Dycom common shares from settling performance-vesting restricted stock units. A portion of these shares was automatically withheld to pay taxes related to vesting, reflecting a compensation event rather than an open-market stock purchase or sale.

How many Dycom (DY) shares did Jill L. Ramshaw acquire and at what cost?

She acquired 1,177 Dycom common shares through PRSU settlement, including 387 supplemental performance-based shares. According to the disclosure, no cash consideration was paid, as the award represents equity compensation tied to pre-established operating earnings and cash flow performance measures.

Why were 637 Dycom (DY) shares disposed of in Jill L. Ramshaw’s filing?

The 637 shares were withheld to cover tax liabilities from vesting of PRSUs and TRSUs. This tax-withholding disposition is a standard mechanism where shares are surrendered back to the issuer for taxes, rather than an open-market sale initiated for investment reasons.

What performance measures affected Jill L. Ramshaw’s Dycom (DY) PRSU vesting?

The PRSUs vested based on annual performance measures of operating earnings and the ratio of operating cash flow to net income, each before certain items. Over a preceding three-year performance period, these measures also produced 387 supplemental shares that vested upon satisfaction of the criteria.

How many Dycom (DY) shares does Jill L. Ramshaw hold after these transactions?

Following the PRSU settlement and tax withholding, Jill L. Ramshaw directly holds 5,560 Dycom common shares. This figure includes shares received from performance-vesting awards and reflects the net position after 637 shares were withheld to satisfy related tax obligations.

Do Jill L. Ramshaw’s Dycom (DY) transactions involve unvested restricted stock units?

Yes. The disclosure notes that her reported holdings include unvested time-vesting restricted stock units, or TRSUs. These unvested awards represent additional potential Dycom share delivery in future periods, assuming continued service and satisfaction of the time-based vesting conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Ramshaw Jill L

(Last) (First) (Middle)

300 BANYAN BLVD

SUITE 1101

(Street)

WEST PALM BEACH FLORIDA 33401

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
DYCOM INDUSTRIES INC [ DY ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & CHRO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

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	03/30/2026		A		1,177(1)	A	$0.00(2)	6,197(3)	D
Common Stock	03/30/2026		F(4)		637	D	$341.96	5,560(3)	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 shares of DY common stock acquired upon the settlement of performance-vesting restricted stock units ("PRSUs") on March 30, 2026. Each PRSU represented a contingent right to acquire one share of DY common stock upon the satisfaction of pre-established performance measures set forth in the award documents. The annual performance measures are based on (i) operating earnings and (ii) the ratio of operating cash flow to net income, in each case before certain items. The shares reported include 387 of supplemental shares that vested in connection with the satisfaction of the performance measures described in the previous sentence over the preceding three year performance period.

2. No consideration was paid.

3. Includes unvested time-vesting restricted stock units ("TRSUs").

4. Withholding of common stock for the payment of tax liability incident to the vesting of TRSUs and PRSUs.

Remarks:

	/s/ Ryan F. Urness by POA from Jill L. Ramshaw	03/31/2026
	** 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)