Valentin Gapontsev Trust I trims IPG Photonics (IPGP) stake via 66.5K-share sale

Rhea-AI Filing Summary

Valentin Gapontsev Trust I, a 10% owner of IPG Photonics Corp, sold 66,500 shares of common stock on February 17, 2026 in a series of open-market transactions under a Rule 10b5-1 trading plan. Sale prices ranged from $124.92 to $150.01 per share. After these sales, the trust held 6,726,599 shares directly.

Insights

Equity market structure analyst

Large holder executes pre-planned secondary sale of IPGP shares.

Valentin Gapontsev Trust I, identified as a 10% owner, executed open-market sales totaling 66,500 common shares of IPG Photonics Corp on February 17, 2026. Trades were split into multiple blocks at prices between $124.92 and $150.01 per share.

The filing states the activity was carried out under a Rule 10b5-1 trading plan adopted on June 13, 2025. Such plans are pre-arranged and often aim to reduce discretion in trade timing, which can help address concerns about opportunistic insider selling.

After the transactions, the trust's direct holdings were 6,726,599 shares of common stock. The net effect is a reported reduction of exposure by 66,500 shares; the broader significance depends on the company’s total share count and future disclosures about additional plan-driven trades.

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).

X

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^*

Valentin Gapontsev Trust I

(Last) (First) (Middle)

3 EXECUTIVE PARK DRIVE, SUITE 302

(Street)

BEDFORD NH 03110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IPG PHOTONICS CORP [ IPGP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		S		6,590	D(1)	$125.4(2)	6,786,509	D
Common Stock	02/17/2026		S		6,820	D(1)	$126.33(3)	6,779,689	D
Common Stock	02/17/2026		S		4,354	D(1)	$127.42(4)	6,775,335	D
Common Stock	02/17/2026		S		5,012	D(1)	$128.33(5)	6,770,323	D
Common Stock	02/17/2026		S		3,931	D(1)	$129.56(6)	6,766,392	D
Common Stock	02/17/2026		S		4,931	D(1)	$130.57(7)	6,761,461	D
Common Stock	02/17/2026		S		8,383	D(1)	$131.67(8)	6,753,078	D
Common Stock	02/17/2026		S		15,882	D(1)	$132.4(9)	6,737,196	D
Common Stock	02/17/2026		S		4,035	D(1)	$133.42(10)	6,733,161	D
Common Stock	02/17/2026		S		125	D(1)	$134.12	6,733,036	D
Common Stock	02/17/2026		S		1,381	D(1)	$135.93(11)	6,731,655	D
Common Stock	02/17/2026		S		1,393	D(1)	$136.89(12)	6,730,262	D
Common Stock	02/17/2026		S		790	D(1)	$137.79(13)	6,729,472	D
Common Stock	02/17/2026		S		760	D(1)	$138.82(14)	6,728,712	D
Common Stock	02/17/2026		S		100	D(1)	$140.58	6,728,612	D
Common Stock	02/17/2026		S		376	D(1)	$141.97(15)	6,728,236	D
Common Stock	02/17/2026		S		137	D(1)	$143.71(16)	6,728,099	D
Common Stock	02/17/2026		S		480	D(1)	$144.29(17)	6,727,619	D
Common Stock	02/17/2026		S		410	D(1)	$146.21	6,727,209	D
Common Stock	02/17/2026		S		220	D(1)	$148	6,726,989	D
Common Stock	02/17/2026		S		390	D(1)	$149.88(18)	6,726,599	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

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 13, 2025.

2. The reported transaction involves sale transactions ranging from $124.92 to $125.86 per share. The weighted average price per share was $125.40. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

3. The reported transaction involves sale transactions ranging from $125.92 to $126.88 per share. The weighted average price per share was $126.33. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

4. The reported transaction involves sale transactions ranging from $126.92 to $127.90 per share. The weighted average price per share was $127.42. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

5. The reported transaction involves sale transactions ranging from $127.92 to $128.80 per share. The weighted average price per share was $128.33. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

6. The reported transaction involves sale transactions ranging from $129.02 to $130.01 per share. The weighted average price per share was $129.56. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

7. The reported transaction involves sale transactions ranging from $130.03 to $131.02 per share. The weighted average price per share was $130.57. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

8. The reported transaction involves sale transactions ranging from $131.03 to $132.02 per share. The weighted average price per share was $131.67. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

9. The reported transaction involves sale transactions ranging from $132.03 to $132.99 per share. The weighted average price per share was $132.40. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

10. The reported transaction involves sale transactions ranging from $133.05 to $133.87 per share. The weighted average price per share was $133.42. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

11. The reported transaction involves sale transactions ranging from $135.40 to $136.39 per share. The weighted average price per share was $135.93. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

12. The reported transaction involves sale transactions ranging from $136.45 to $137.41 per share. The weighted average price per share was $136.89. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

13. The reported transaction involves sale transactions ranging from $137.46 to $138.44 per share. The weighted average price per share was $137.79. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

14. The reported transaction involves sale transactions ranging from $138.50 to $139.10 per share. The weighted average price per share was $138.82. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

15. The reported transaction involves sale transactions ranging from $141.72 to $142.46 per share. The weighted average price per share was $141.97. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

16. The reported transaction involves sale transactions ranging from $143.00 to $143.72 per share. The weighted average price per share was $143.71. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

17. The reported transaction involves sale transactions ranging from $144.20 to $144.51 per share. The weighted average price per share was $144.29. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

18. The reported transaction involves sale transactions ranging from $149.12 to $150.01 per share. The weighted average price per share was $149.88. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Angelo P. Lopresti, Attorney-in-fact for Valentin Gapontsev Trust I	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.

FAQ

How many IPG Photonics (IPGP) shares did Valentin Gapontsev Trust I sell?

Valentin Gapontsev Trust I sold 66,500 IPG Photonics common shares. The Form 4 shows multiple open-market sale transactions on February 17, 2026, executed in separate price ranges that together total this amount.

At what prices were IPG Photonics (IPGP) shares sold by Valentin Gapontsev Trust I?

The trust’s IPG Photonics sales were executed between $124.92 and $150.01 per share. Individual trades occurred in narrower price bands, each with its own weighted average price disclosed in the footnotes.

Does the IPG Photonics (IPGP) Form 4 indicate a pre-planned trading arrangement?

Yes. The Form 4 states that the sales were made under a Rule 10b5-1 trading plan adopted on June 13, 2025. Such plans are pre-arranged schedules designed to systematize insider transactions over time.

How many IPG Photonics (IPGP) shares does Valentin Gapontsev Trust I hold after these sales?

After the reported February 17, 2026 transactions, Valentin Gapontsev Trust I directly held 6,726,599 IPG Photonics common shares. This figure reflects its remaining ownership position following the 66,500 shares sold.

What type of transaction did Valentin Gapontsev Trust I report for IPG Photonics (IPGP)?

The trust reported open-market sale transactions in IPG Photonics common stock. The Form 4 uses transaction code “S,” describing sales in the open market or private transactions, all classified as non-derivative common stock sales.

Is Valentin Gapontsev Trust I considered a major shareholder of IPG Photonics (IPGP)?

Yes. The Form 4 identifies Valentin Gapontsev Trust I as a ten percent owner of IPG Photonics. This classification reflects a significant ownership stake, even after the reported sale of 66,500 shares.