Gen Digital (GEN) CEO Pilette vests 695,051 PRUs; 447k shares withheld for tax
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Gen Digital Inc. CEO, President and Chair Vincent Pilette reported equity compensation activity involving performance-based awards and related tax withholding.
Pilette received and vested 695,051 Performance-based Restricted Stock Units (PRUs), which converted into the same number of common shares after a three-year performance period tied to total shareholder return, bookings growth and non-GAAP operating margin. The performance criteria were certified at 178% of the target, above the initial 390,478 PRUs granted.
To cover income tax obligations on vested RSUs and PRUs, the issuer withheld a total of 447,493 common shares at prices around $19.37–$19.63 per share; the filing explicitly states these withholdings do not represent sales. Following these transactions, Pilette holds over a million shares directly, plus additional indirect holdings through the VPJW Exempt Gift Trust and VPJW Revocable Trust.
Positive
- None.
Negative
- None.
Insider Trade Summary
695,051 shares exercised/converted
Mixed
7 txns
Insider
Pilette Vincent
Role
CEO, Pres. & Chair
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Performance-based Restricted Stock Units (PRUs) | 695,051 | $0.00 | -- |
| Exercise | Performance-based Restricted Stock Units (PRUs) | 695,051 | $0.00 | -- |
| Exercise | Common Stock | 695,051 | $19.63 | $13.64M |
| Tax Withholding | Common Stock | 329,147 | $19.63 | $6.46M |
| Tax Withholding | Common Stock | 118,346 | $19.37 | $2.29M |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Performance-based Restricted Stock Units (PRUs) — 695,051 shares (Direct, null);
Common Stock — 1,548,450 shares (Direct, null);
Common Stock — 1,203,296 shares (Indirect, VPJW Revocable Trust)
Footnotes (1)
- Represents shares withheld by the issuer to satisfy the reporting person's income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units ("RSUs") and does not represent a sale. Represents shares withheld by the issuer to satisfy the reporting person's income tax withholding and remittance obligations in connection with the net settlement of the Performance-based Restricted Stock Units ("PRUs") and does not represent a sale. The Participant received a grant of PRUs which vested based on the Issuer's achievement of two equally weighted metrices: target total shareholder return (TSR) and target bookings growth and non-GAAP operating margin performance (BGOM), over a performance period of three years. The potential payout ranged from 0% to 200% and the final determination was certified by the Issuer's Compensation and Leadership Development Committee. The initial award of 390,478 shares of PRUs was granted on May 10, 2023, the performance period ended on April 3, 2026 and the performance criteria was subsequently determined to have been met at 178% of the target, resulting in the vesting of 695,051 PRU shares.
Key Figures
PRUs vested: 695,051 shares
Initial PRU grant: 390,478 shares
Performance achievement: 178% of target
+5 more
8 metrics
PRUs vested
695,051 shares
Performance-based Restricted Stock Units converting into common stock
Initial PRU grant
390,478 shares
Granted on May 10, 2023
Performance achievement
178% of target
Payout factor for PRU performance period
Tax withholding shares
447,493 shares
Shares withheld to satisfy income tax on RSUs and PRUs
Tax withholding tranche 1 price
$19.63 per share
Common stock withheld on May 4, 2026
Tax withholding tranche 2 price
$19.37 per share
Common stock withheld on May 1, 2026
Indirect holdings – VPJW Exempt Gift Trust
629,560 shares
Common stock held indirectly
Indirect holdings – VPJW Revocable Trust
1,203,296 shares
Common stock held indirectly
Key Terms
Performance-based Restricted Stock Units (PRUs), net settlement, total shareholder return (TSR), non-GAAP operating margin performance (BGOM), +1 more
5 terms
Performance-based Restricted Stock Units (PRUs) financial
"Represents shares withheld by the issuer ... in connection with the net settlement of the Performance-based Restricted Stock Units ("PRUs")"
net settlement financial
"in connection with the net settlement of the Restricted Stock Units ("RSUs")"
non-GAAP operating margin performance (BGOM) financial
"target bookings growth and non-GAAP operating margin performance (BGOM), over a performance period of three years"
Compensation and Leadership Development Committee financial
"the final determination was certified by the Issuer's Compensation and Leadership Development Committee"
FAQ
What equity awards did Gen Digital (GEN) CEO Vincent Pilette report?
Vincent Pilette reported the vesting of 695,051 performance-based restricted stock units (PRUs), which converted into the same number of common shares. These PRUs were tied to multi-year performance goals on shareholder return, bookings growth and non-GAAP operating margin.
How were Gen Digital (GEN) CEO Pilette’s PRUs performance-tested?
The PRUs vested based on two equally weighted metrics: target total shareholder return and target bookings growth and non-GAAP operating margin. Over a three-year performance period, results were certified at 178% of the target, triggering vesting of 695,051 PRU shares.
What was the original size of Gen Digital (GEN) CEO Pilette’s PRU grant?
The PRU award initially covered 390,478 shares, granted on May 10, 2023. After the three-year performance period and certification at 178% of target, this resulted in vesting of 695,051 PRU shares, reflecting above-target performance against the plan’s metrics.
What indirect Gen Digital (GEN) holdings are associated with CEO Vincent Pilette?
The Form 4 lists indirect ownership of common stock through the VPJW Exempt Gift Trust and the VPJW Revocable Trust, with reported holdings of 629,560 and 1,203,296 shares, respectively. These positions supplement Pilette’s direct holdings disclosed in the filing.