IDEXX (IDXX) CFO awarded new options and RSUs, reports tax share disposal

Rhea-AI Filing Summary

IDEXX Laboratories executive vice president, CFO and treasurer Andrew Emerson reported multiple equity compensation transactions. He exercised and converted several small lots of vested restricted stock units into common shares and had 123 shares of common stock disposed at $629.35 per share to cover tax obligations.

He also received new equity awards, including 4,270 non-qualified stock options and 162 incentive stock options, plus 729 and 284 restricted stock units. Footnotes state these options and RSUs vest in annual installments beginning on February 14, 2027, with some RSUs deferred under the company’s deferred compensation plan.

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^*

Emerson Andrew

(Last) (First) (Middle)

ONE IDEXX DRIVE

(Street)

WESTBROOK ME 04092

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IDEXX LABORATORIES INC /DE [ IDXX ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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
Common Stock	02/14/2026		M		61	A	$0	3,950.444(1)	D
Common Stock	02/14/2026		M		94	A	$0	4,044.444	D
Common Stock	02/14/2026		M		42	A	$0	4,086.444	D
Common Stock	02/14/2026		M		194	A	$0	4,280.444	D
Common Stock	02/14/2026		M		65(2)	A	$0	4,345.444	D
Common Stock	02/14/2026		F		123	D	$629.35(3)	4,222.444(4)	D

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
Non-Qualified Stock Option (right-to-buy)	$617.2	02/12/2026		A		4,270		(5)	02/11/2036	Common Stock	4,270	$0	4,270	D
Incentive Stock Option (right-to-buy)	$617.2	02/12/2026		A		162		(6)	02/11/2036	Common Stock	162	$0	162	D
Restricted Stock Unit	(7)	02/12/2026		A		729		(7)	(7)	Common Stock	729	$0	729	D
Restricted Stock Unit	(8)	02/12/2026		A		284		(8)	(8)	Common Stock	284	$0	284	D
Restricted Stock Unit	(9)	02/12/2026		M			65	(9)	(9)	Common Stock	65	$0	193	D
Restricted Stock Unit	(10)	02/14/2026		M			61	(10)	(10)	Common Stock	61	$0	0	D
Restricted Stock Unit	(11)	02/14/2026		M			94	(11)	(11)	Common Stock	94	$0	93	D
Restricted Stock Unit	(12)	02/14/2026		M			42	(12)	(12)	Common Stock	42	$0	83	D
Restricted Stock Unit	(13)	02/14/2026		M			194	(13)	(13)	Common Stock	194	$0	581	D

Explanation of Responses:

1. Includes a total of 18.666 shares purchased under the Issuer Employee Stock Purchase Plan on September 30, 2025 and December 31, 2025.

2. Represents Restricted Stock Units ('RSU') that were granted on February 14, 2025, were deferred in accordance with the Issuer's Deferred Compensation Plan and have vested. Upon vesting, these RSUs were recorded in an account under such Plan and represents a contingent right to receive one share of Issuer common stock that is payable as soon as practicable after the reporting person's separation of service with the Issuer or a date specified by the reporting person.

3. Closing price of Issuer common stock on Nasdaq Global Select Market on February 13, 2026.

4. Includes 65 vested but deferred RSUs.

5. Grant of option to buy shares of Issuer common stock that becomes exercisable in four annual installments beginning February 14, 2027.

6. Grant of option to buy shares of Issuer common stock that becomes exercisable in one installment on February 14, 2030.

7. Each RSU represents a contingent right to receive one share of Issuer common stock that vests in four annual installments, beginning February 14, 2027.

8. Grant of RSUs that upon vesting, will be deferred and recorded in an account under the Issuer's Deferred Compensation Plan. This RSU grant vests in four annual installments, beginning February 14, 2027.

9. Represents RSUs that were granted on February 14, 2025 and deferred in accordance with the Issuer's Deferred Compensation Plan and represents a contingent right to receive one share of Issuer common stock vesting in four annual installments, beginning February 14, 2026. Upon vesting, each such RSU will be recorded in an account under such Plan.

10. Represents RSUs that were granted on February 14, 2025 and deferred in accordance with the Issuer's Deferred Compensation Plan and represents a contingent right to receive one share of Issuer common stock vesting in four annual installments, beginning February 14, 2026. Upon vesting, each such RSU will be recorded in an account under such Plan.

11. Each RSU represents a contingent right to receive one share of Issuer common stock and vests in four annual installments beginning on February 14, 2024.

12. Each RSU represents a contingent right to receive one share of Issuer common stock and vests in four annual installments beginning on February 14, 2025.

13. Each RSU represents a contingent right to receive one share of Issuer common stock and vests in four annual installments beginning on February 14, 2026.

Remarks:

	/s/ Lily J. Lu, Attorney-in-Fact for Andrew Emerson	02/17/2026
	** 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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FAQ

What insider transactions did IDEXX (IDXX) CFO Andrew Emerson report?

Andrew Emerson reported option exercises, RSU conversions, and new equity grants. He converted several restricted stock units into common shares and received new stock options and RSU awards as part of his compensation, along with a small share disposition to satisfy tax withholding obligations.

How many stock options did the IDEXX (IDXX) CFO receive in this Form 4?

The CFO received 4,270 non-qualified and 162 incentive stock options. Footnotes explain these options to buy IDEXX common stock become exercisable in scheduled installments, beginning on February 14, 2027, with one option grant vesting fully on February 14, 2030.

What restricted stock units were granted to the IDEXX (IDXX) CFO?

He was granted 729 and 284 restricted stock units. Each RSU represents a contingent right to receive one IDEXX common share, vesting in four annual installments starting February 14, 2027, with some units deferred under the company’s deferred compensation plan after vesting.

Were any IDEXX (IDXX) shares sold by the CFO in the open market?

The filing shows 123 shares disposed to cover tax liabilities. This disposition, priced at $629.35 per share, is described as a payment of tax liability by delivering securities, rather than an open-market sale initiated for investment purposes.

How do the RSUs in the IDEXX (IDXX) Form 4 vest over time?

The RSUs generally vest in four annual installments. Footnotes state different RSU grants begin vesting on February 14 in various years, including 2024, 2025, 2026, and 2027, with some vested units deferred into the company’s deferred compensation plan.