Howmet (HWM) EVP sells shares, covers taxes and gets awards

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Howmet Aerospace EVP and CAO Neil Edward Marchuk reported several stock transactions in Howmet Aerospace Inc. common shares. On February 18, 2026, he completed an open-market sale of 45,150 shares at a weighted average price of $251.7038 per share, leaving 107,008 shares held directly after this sale.

On February 17, 2026, he acquired 3,881 shares at no cost through a grant or award, bringing his direct holdings at that time to 152,158 shares, with the award described as restricted share units subject to vesting and tax withholding upon vesting. On February 16, 2026, 28,651 shares were withheld at $250.2100 per share to cover tax liabilities tied to a vesting stock award, a non-open-market disposition. In addition to these direct holdings, 10 shares are held indirectly in a revocable trust where he serves as trustee and beneficiary with voting and investment power.

Insider Trade Summary

Net Seller: 45,150 shares ($11,364,427)

Net Sell 4 txns

Insider Marchuk Neil Edward

Role EVP, CAO

Sold 45,150 shs ($11.36M)

Type	Security	Shares	Price	Value
Sale	Common Stock	45,150	$251.7038	$11.36M
Grant/Award	Common Stock	3,881	$0.00	--
Tax Withholding	Common Stock	28,651	$250.21	$7.17M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 107,008 shares (Direct); Common Stock — 10 shares (Indirect, By Trust)

Footnotes (1)

Represents payment of tax liability by delivering or withholding shares incident to the vesting of a stock award issued in accordance with Rule 16b-3. Reflects granted restricted share unit awards that are subject to vesting and tax withholding upon vesting. The price reported in column 4 is a weighted average price. The shares are sold in multiple transactions at prices from $250.07 to $253.00. The reporting person undertakes to provide Howmet Aerospace Inc. ("Howmet"), any security holder of Howmet, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote. Shares held in a revocable trust, of which the reporting person is trustee and beneficiary, and has voting and investment power.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 08:44 PM

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^*

Marchuk Neil Edward

(Last)

(First)

(Middle)

201 ISABELLA STREET SUITE 200

(Street)

PITTSBURGH

15212-5872

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Howmet Aerospace Inc. [ HWM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/16/2026		F		28,651⁽¹⁾	D	$250.21	148,277	D
Common Stock	02/17/2026		A		3,881⁽²⁾	A	$0	152,158	D
Common Stock	02/18/2026		S		45,150	D	$251.7038⁽³⁾	107,008	D
Common Stock								10	I	By Trust⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents payment of tax liability by delivering or withholding shares incident to the vesting of a stock award issued in accordance with Rule 16b-3.

2. Reflects granted restricted share unit awards that are subject to vesting and tax withholding upon vesting.

3. The price reported in column 4 is a weighted average price. The shares are sold in multiple transactions at prices from $250.07 to $253.00. The reporting person undertakes to provide Howmet Aerospace Inc. ("Howmet"), any security holder of Howmet, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.

4. Shares held in a revocable trust, of which the reporting person is trustee and beneficiary, and has voting and investment power.

	/s/ Margaret Lam, Assistant Secretary (Attorney-in-Fact)	02/18/2026
	** 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 stock transactions did Howmet (HWM) executive Neil Marchuk report?

Neil Marchuk reported an open-market sale, a stock award, and shares withheld for taxes. He sold 45,150 shares, received 3,881 shares as a grant, and had 28,651 shares withheld to cover tax liabilities on a vesting award.

How many Howmet (HWM) shares did the EVP sell and at what price?

He sold 45,150 Howmet Aerospace common shares in an open-market transaction at a weighted average price of $251.7038 per share. The filing notes these shares were sold in multiple trades between $250.07 and $253.00 per share.

Did the Howmet (HWM) EVP receive any new stock awards in this Form 4?

Yes. He acquired 3,881 Howmet Aerospace common shares through a grant or award at no cost. The filing states these represent restricted share unit awards that are subject to vesting and tax withholding once those awards vest.

Why were 28,651 Howmet (HWM) shares disposed of on February 16, 2026?

The 28,651 shares were withheld at $250.2100 per share to satisfy tax liabilities from a vesting stock award. The filing explains this was payment of tax by delivering or withholding shares under Rule 16b-3, not an open-market sale.

How many Howmet (HWM) shares does Neil Marchuk hold directly after these transactions?

After the February 18, 2026 open-market sale, he directly held 107,008 Howmet Aerospace common shares. Earlier transaction totals in the filing reflect holdings immediately after each individual event rather than a single running balance.

Does the Howmet (HWM) EVP hold any shares indirectly through a trust?

Yes. The filing reports 10 Howmet Aerospace common shares held indirectly in a revocable trust. A footnote states he is the trustee and beneficiary of this trust and has both voting and investment power over those shares.