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Garmin (GRMN) general counsel receives 2,394-share stock award

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Form Type
4

Rhea-AI Filing Summary

Garmin Ltd. vice president and general counsel Joshua H. Maxfield reported the acquisition of 2,394 registered shares as a grant or award on February 18, 2026. These shares relate to a restricted stock unit award granted in February 2025 that originally had both performance-based and time-based vesting conditions.

The performance-based conditions have been satisfied, and the award now vests based only on time in three equal annual installments beginning on February 25, 2026. After this transaction, Maxfield directly holds 17,265 registered shares, which include 9,065 unvested shares from this and other restricted stock unit awards and 58 shares from an employee stock purchase plan. An additional 530.1555 shares are held indirectly through a 401(k) plan, including 2.3 shares acquired via dividend reinvestment.

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Insider MAXFIELD JOSHUA H
Role VP, General Counsel
Type Security Shares Price Value
Grant/Award Registered Shares 2,394 $0.00 --
holding Registered Shares -- -- --
Holdings After Transaction: Registered Shares — 17,265 shares (Direct); Registered Shares — 530.156 shares (Indirect, By 401(k) Plan)
Footnotes (1)
  1. Shares acquired pursuant to a restricted stock units award granted in February 2025 that had both performance-based and time-based vesting conditions. The performance-based vesting conditions have been satisfied, and now the award is subject only to time-based vesting conditions. The award vests in three equal annual installments beginning on February 25, 2026. Includes 9,065 unvested shares acquired pursuant to the restricted stock units award described in Footnote 1 and other previously granted restricted stock unit awards and (ii) 58 shares acquired in December 2025 under the Garmin Ltd. Employee Stock Purchase Plan. Includes 2.3 shares acquired by the reporting person pursuant to a dividend reinvestment plan.
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*
MAXFIELD JOSHUA H
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026
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 02/18/2026 A 2,394(1) A $0 17,265(2) D
Registered Shares 530.1555(3) I By 401(k) Plan
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. Shares acquired pursuant to a restricted stock units award granted in February 2025 that had both performance-based and time-based vesting conditions. The performance-based vesting conditions have been satisfied, and now the award is subject only to time-based vesting conditions. The award vests in three equal annual installments beginning on February 25, 2026.
2. Includes 9,065 unvested shares acquired pursuant to the restricted stock units award described in Footnote 1 and other previously granted restricted stock unit awards and (ii) 58 shares acquired in December 2025 under the Garmin Ltd. Employee Stock Purchase Plan.
3. Includes 2.3 shares acquired by the reporting person pursuant to a dividend reinvestment plan.
/s/ Paul E. Cassat, as attorney-in-fact for Joshua H. Maxfield 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 Garmin (GRMN) insider Joshua H. Maxfield report on this Form 4?

Joshua H. Maxfield reported acquiring 2,394 registered shares of Garmin Ltd. as a grant or award on February 18, 2026. The shares come from a restricted stock unit award that continues to vest over time in future annual installments.

How do the newly acquired 2,394 Garmin (GRMN) shares vest over time?

The 2,394 shares are tied to a restricted stock unit award granted in February 2025. After satisfying performance conditions, the award now vests purely on time in three equal annual installments, starting on February 25, 2026 and continuing in subsequent years.

How many Garmin (GRMN) shares does Joshua H. Maxfield hold after this filing?

Following the reported award, Joshua H. Maxfield directly holds 17,265 registered shares of Garmin Ltd. This total includes 9,065 unvested shares from restricted stock unit awards and 58 shares acquired under the company’s employee stock purchase plan.

What indirect Garmin (GRMN) holdings are reported for Joshua H. Maxfield?

In addition to direct ownership, the filing shows 530.1555 shares held indirectly through a 401(k) plan. This amount includes 2.3 shares that were acquired via a dividend reinvestment plan, increasing retirement-related exposure to Garmin stock.

Were the Garmin (GRMN) shares in this Form 4 purchased on the open market?

No, the 2,394 Garmin shares were granted as an award, not bought on the open market. The transaction is coded as a grant or other acquisition, linked to restricted stock units with time-based vesting conditions after prior performance goals were met.

What do the Form 4 footnotes reveal about Garmin (GRMN) restricted stock units?

The footnotes explain that the award was granted in February 2025 with performance and time-based conditions. Performance targets have been satisfied, so the remaining vesting is purely time-based, occurring in three equal annual tranches starting on February 25, 2026.