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Garmin (NASDAQ: GRMN) director shifts shares via GRAT and trust gifts

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GARMIN LTD director Jonathan Burrell reported indirect, non-cash insider transactions involving registered shares. On February 23, 2026, entities associated with him, including grantor retained annuity trusts (GRATs) and a trust, made two bona fide gift transfers of 167,000 registered shares each at $0.00 per share. After these gifts, various GRATs, LLCs and trusts continued to hold large indirect positions, while Burrell also held 9,351 registered shares directly along with restricted stock units that vest as to 858 shares on June 6, 2026. Several trusts and GRATs note that Burrell is co-trustee and that he disclaims beneficial ownership except to the extent of his pecuniary interest.

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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*
BURRELL JONATHAN

(Last) (First) (Middle)
6300 WEST 143RD STREET

(Street)
OVERLAND PARK KS 66223

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026
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 9,351(1) D
Registered Shares 1,097,500 I By GRATs(2)
Registered Shares 02/23/2026 G 167,000 D $0 4,833,352 I By GRATs(3)
Registered Shares 394,478 I By LLCs(4)
Registered Shares 1,447,766 I By trust(5)
Registered Shares 1,646,843 I By trust
Registered Shares 02/23/2026 G 167,000 A $0 192,000 I By trust(6)
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. Consists of (a) 8,493 Registered Shares and (b) unvested restricted stock units (RSUs) awarded to the reporting person under the Garmin Ltd. Non-Employee Directors' Equity Incentive Plan that can be settled only in Registered Shares, which RSUs vest as to 858 shares on June 6, 2026.
2. The reporting person is a co-trustee of multiple grantor retained annuity trusts (GRATs) established by him, and his children hold the remainder interests therein. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.
3. The reporting person is a co-trustee of several grantor retained annuity trusts (GRATs) established by his mother, and he holds a remainder interest therein. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
4. The reporting person is the manager of several limited liability companies that are wholly-owned by a GRAT remainder trust established for the reporting person's benefit.
5. The reporting person is a co-trustee of a GRAT remainder trust established for his benefit.
6. The reporting person is a co-trustee of his mother's revocable trust and his mother's attorney-in-fact and also holds a remainder interest in the securities held in such trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
/s/Jonathan Burrell 02/23/2026
** 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.

FAQ

What insider transaction did Garmin (GRMN) director Jonathan Burrell report?

Jonathan Burrell reported indirect bona fide gift transfers of Garmin registered shares. On February 23, 2026, entities associated with him, including GRATs and a trust, each transferred 167,000 registered shares as gifts at $0.00 per share, rather than open-market sales.

Were the Garmin (GRMN) insider transactions by Jonathan Burrell sales or gifts?

The reported Garmin transactions were gifts, not sales. Two non-derivative transactions on February 23, 2026 carried transaction code G, described as a bona fide gift, with 167,000 registered shares each transferred at $0.00 per share through GRATs and a trust.

How are the Garmin (GRMN) shares involved in Jonathan Burrell’s Form 4 held?

The shares are held largely indirectly through multiple entities. These include several grantor retained annuity trusts (GRATs), limited liability companies and family trusts, where Burrell often serves as co-trustee or manager rather than holding all shares directly in his own name.

Does Jonathan Burrell claim full beneficial ownership of the Garmin (GRMN) shares?

Burrell disclaims full beneficial ownership of many reported Garmin shares. Footnotes state he is co-trustee of various GRATs and trusts and that he only claims beneficial ownership to the extent of his pecuniary interest in those entities’ holdings of registered shares.

What ongoing Garmin (GRMN) equity does Jonathan Burrell retain after these gifts?

After the reported gifts, Burrell retains both direct and indirect holdings. He directly holds 9,351 registered shares and has unvested restricted stock units that can settle in registered shares, with 858 RSUs vesting on June 6, 2026, alongside sizable positions in GRATs and trusts.

What role do GRATs and family trusts play in Garmin (GRMN) director Burrell’s holdings?

GRATs and family trusts hold a substantial portion of Burrell-linked Garmin shares. He acts as co-trustee or manager for multiple GRATs established by him or family members, and for his mother’s revocable trust, while often holding remainder or pecuniary interests in these entities.
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