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Garmin (NASDAQ: GRMN) CEO sells shares under 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Garmin Ltd. director and CEO Clifton A. Pemble reported multiple share transactions. On February 26, 2026, he made open-market sales totaling 19,914 registered shares at weighted average prices ranging from about $249 to $253, under a Rule 10b5-1 trading plan adopted on February 28, 2025.

He also made a bona fide gift of 2,742 registered shares to a charitable organization and had 14,802 shares withheld on February 25, 2026 to cover taxes from the vesting of 34,716 shares from previously granted restricted stock unit awards. After these transactions, he directly owned 124,075 registered shares, plus 255 registered shares held indirectly by a child, and his holdings include 62,180 unvested shares from earlier restricted stock unit grants.

Positive

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Insider PEMBLE CLIFTON A
Role President and CEO
Sold 19,914 shs ($5.01M)
Type Security Shares Price Value
Gift Registered Shares 2,742 $0.00 --
Sale Registered Shares 434 $249.2867 $108K
Sale Registered Shares 8,286 $251.0649 $2.08M
Sale Registered Shares 10,448 $252.0102 $2.63M
Sale Registered Shares 746 $252.713 $189K
Tax Withholding Registered Shares 14,802 $251.99 $3.73M
holding Registered Shares -- -- --
Holdings After Transaction: Registered Shares — 143,989 shares (Direct); Registered Shares — 255 shares (Indirect, By Child)
Footnotes (1)
  1. 34,716 shares that were acquired by the reporting person pursuant to previously granted restricted stock unit awards vested and were paid to the reporting person. Of these shares, 14,802 shares were withheld to pay a resulting tax liability. Includes 62,180 unvested shares acquired pursuant to previously granted restricted stock unit awards. Shares gifted to a charitable organization. Pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2025. This transaction was executed in multiple trades at prices ranging from $249.175 to $249.56. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Garmin Ltd. or a security holder of Garmin Ltd. full information regarding the number of shares sold at each separate price within the range. This transaction was executed in multiple trades at prices ranging from $250.47 to $251.445. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Garmin Ltd. or a security holder of Garmin Ltd. full information regarding the number of shares sold at each separate price within the range. This transaction was executed in multiple trades at prices ranging from $251.47 to $252.45. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Garmin Ltd. or a security holder of Garmin Ltd. full information regarding the number of shares sold at each separate price within the range. This transaction was executed in multiple trades at prices ranging from $252.51 to $253.36. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Garmin Ltd. or a security holder of Garmin Ltd. full information regarding the number of shares sold at each separate price within the range.
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).
X
 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*
PEMBLE CLIFTON A
(Last) (First) (Middle)
1200 E. 151ST ST.
(Street)
OLATHE KS 66062
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GARMIN LTD [ GRMN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026
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)
Code V Amount (A) or (D) Price
Registered Shares 02/25/2026 F 14,802(1) D $251.99 146,731(2) D
Registered Shares 02/26/2026 G(3) 2,742 D $0 143,989(2) D
Registered Shares 02/26/2026 S(4) 434 D $249.2867(5) 143,555(2) D
Registered Shares 02/26/2026 S(4) 8,286 D $251.0649(6) 135,269(2) D
Registered Shares 02/26/2026 S(4) 10,448 D $252.0102(7) 124,821(2) D
Registered Shares 02/26/2026 S(4) 746 D $252.713(8) 124,075(2) D
Registered Shares 255 I By Child
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. 34,716 shares that were acquired by the reporting person pursuant to previously granted restricted stock unit awards vested and were paid to the reporting person. Of these shares, 14,802 shares were withheld to pay a resulting tax liability.
2. Includes 62,180 unvested shares acquired pursuant to previously granted restricted stock unit awards.
3. Shares gifted to a charitable organization.
4. Pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2025.
5. This transaction was executed in multiple trades at prices ranging from $249.175 to $249.56. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Garmin Ltd. or a security holder of Garmin Ltd. full information regarding the number of shares sold at each separate price within the range.
6. This transaction was executed in multiple trades at prices ranging from $250.47 to $251.445. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Garmin Ltd. or a security holder of Garmin Ltd. full information regarding the number of shares sold at each separate price within the range.
7. This transaction was executed in multiple trades at prices ranging from $251.47 to $252.45. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Garmin Ltd. or a security holder of Garmin Ltd. full information regarding the number of shares sold at each separate price within the range.
8. This transaction was executed in multiple trades at prices ranging from $252.51 to $253.36. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Garmin Ltd. or a security holder of Garmin Ltd. full information regarding the number of shares sold at each separate price within the range.
/s/ Paul E. Cassat, as attorney-in-fact for Clifton A. Pemble 02/27/2026
** 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 insider transactions did Garmin (GRMN) CEO Clifton Pemble report?

Clifton Pemble reported sales, a gift, and tax-withholding. He sold 19,914 registered shares in open-market trades, gifted 2,742 shares to a charitable organization, and had 14,802 shares withheld to cover taxes from restricted stock unit vesting.

How many Garmin (GRMN) shares did the CEO sell and at what prices?

The CEO sold 19,914 registered shares in several trades. These open-market sales on February 26, 2026 used weighted average prices ranging from approximately $249.175 to $253.36 per share, based on multiple executions within each reported price range.

Was Garmin (GRMN) CEO’s stock sale made under a 10b5-1 plan?

Yes, the sales were made under a Rule 10b5-1 plan. A footnote states the trading plan was adopted by Clifton Pemble on February 28, 2025, and the February 26, 2026 open-market share sales were executed pursuant to that pre-established plan.

Did the Garmin (GRMN) CEO make any charitable gifts of stock?

Yes, he made a bona fide charitable gift. Clifton Pemble transferred 2,742 registered shares as a gift to a charitable organization, separate from his open-market sales and tax-withholding share disposition related to restricted stock unit vesting.

How many Garmin (GRMN) shares does the CEO own after these transactions?

After the transactions, the CEO’s reported holdings decreased. He directly owned 124,075 registered shares, with an additional 255 registered shares held indirectly by a child, and his position also includes 62,180 unvested shares from previously granted restricted stock unit awards.

What restricted stock unit activity did Garmin (GRMN) disclose for its CEO?

Previously granted restricted stock units vested and were delivered. A total of 34,716 shares from earlier RSU awards vested and were paid to Clifton Pemble, and 14,802 of these shares were withheld to satisfy the resulting tax liability arising from the vesting.