Garmin (GRMN) CEO Clifton Pemble awarded 26,313 restricted shares

Rhea-AI Filing Summary

Garmin Ltd. President and CEO Clifton A. Pemble reported an award of 26,313 registered shares on February 18, 2026, classified as a grant or other acquisition. These shares relate to a restricted stock unit award granted in February 2025 with performance-based and time-based vesting conditions.

The performance goals for this award have been met, and it is now subject only to time-based vesting in three equal annual installments beginning on February 25, 2026. Following this transaction, Pemble directly holds 161,533 shares of Garmin, which include 96,896 unvested shares from this and prior restricted stock unit awards and 40 shares acquired under the employee stock purchase plan. He also reports indirect ownership of 255 shares held by a child.

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

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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^*

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)
02/18/2026

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		26,313(1)	A	$0	161,533(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. 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 96,896 unvested shares acquired pursuant to the restricted stock units award described in Footnote 1 and other previously granted restricted stock unit awards and (ii) 40 shares acquired in December 2025 under the Garmin Ltd. Employee Stock Purchase Plan.

	/s/ Paul E. Cassat, as attorney-in-fact for Clifton A. Pemble	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Garmin (GRMN) CEO Clifton Pemble report in this Form 4?

Clifton A. Pemble reported acquiring 26,313 registered shares as part of an equity award. The shares stem from a February 2025 restricted stock unit grant that has met its performance conditions and will now vest over time in three equal annual installments.

How do the new shares granted to the Garmin (GRMN) CEO vest over time?

The 26,313 shares linked to the February 2025 restricted stock unit award vest in three equal annual installments. The first installment is scheduled for February 25, 2026, with the remaining two installments vesting on the next two annual anniversaries, subject to continued time-based conditions.

How many Garmin (GRMN) shares does CEO Clifton Pemble hold after this filing?

After the reported award, Clifton A. Pemble directly holds 161,533 Garmin shares. This figure includes 96,896 unvested shares from the 2025 restricted stock unit award and earlier grants, plus 40 shares obtained through the Garmin Ltd. Employee Stock Purchase Plan disclosed in the footnotes.

What portion of the Garmin (GRMN) CEO’s holdings are unvested restricted stock units?

The filing notes that 96,896 of Clifton A. Pemble’s directly held shares are unvested. These come from the February 2025 restricted stock unit award described in the footnotes and other previously granted restricted stock unit awards that will vest over their respective time schedules.

Does the Garmin (GRMN) Form 4 show any indirect holdings for the CEO?

Yes. In addition to direct holdings, the Form 4 reports 255 Garmin registered shares held indirectly by Clifton A. Pemble. The nature of ownership is described as “By Child,” indicating these shares are attributed through a child rather than held directly in his own name.