IPG Photonics (IPGP) CEO awarded 19,887 restricted stock units in Form 4

Rhea-AI Filing Summary

IPG Photonics CEO Mark Milton Gitin reported an equity award of 19,887 shares of common stock in the form of restricted stock units. The award was granted on February 18, 2026 at a stated price of $0.00 per share as a grant, not an open-market purchase.

The restricted stock units vest in three annual installments of 33%, 33% and 34% on March 1, 2027, March 1, 2028 and March 1, 2029. Following this grant, Gitin directly owned 99,476 shares of IPG Photonics common stock, which include 172 shares acquired under the company’s Employee Stock Purchase Plan on June 30, 2025 and 175 shares acquired under the plan on December 31, 2025.

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^*

Gitin Mark Milton

(Last) (First) (Middle)

C/O IPG PHOTONICS CORPORATION

377 SIMARANO DRIVE

(Street)

MARLBOROUGH MA 01752

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	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
Common Stock	02/18/2026		A		19,887	A	$0(1)	99,476(2)	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. Grant of restricted stock units vesting in three annual installments of 33%, 33% and 34% on March 1, 2027, March 1, 2028 and March 1, 2029, respectively.

2. Includes 172 shares acquired under the IPG Photonics Employee Stock Purchase Plan on June 30, 2025 and 175 shares acquired under the IPG Photonics Employee Stock Purchase Plan on December 31, 2025.

Remarks:

	/s/ Adam N. King, Attorney-in-Fact	02/20/2026
	** 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 IPG Photonics (IPGP) CEO Mark Gitin report?

IPG Photonics CEO Mark Milton Gitin reported an award of 19,887 restricted stock units of common stock. The grant occurred on February 18, 2026 at a stated price of $0.00 per share and was classified as a grant, award, or other acquisition rather than a market trade.

How do the new restricted stock units for IPGP’s CEO vest?

The 19,887 restricted stock units granted to IPG Photonics CEO Mark Gitin vest over three years. They vest in installments of 33%, 33% and 34% on March 1, 2027, March 1, 2028 and March 1, 2029, aligning the award with multi-year service and performance.

How many IPG Photonics shares does CEO Mark Gitin hold after this Form 4?

After the reported grant, IPG Photonics CEO Mark Gitin directly owned 99,476 shares of common stock. This total includes shares from the new restricted stock unit award and shares previously acquired under the company’s Employee Stock Purchase Plan on June 30 and December 31, 2025.

Were any IPG Photonics shares bought or sold on the market in this filing?

The filing shows a grant of 19,887 restricted stock units to CEO Mark Gitin, not an open-market buy or sell. The transaction was coded as a grant, award or other acquisition with a stated price of $0.00 per share, reflecting an equity compensation award.

What role did IPG Photonics’ Employee Stock Purchase Plan play in the CEO’s holdings?

CEO Mark Gitin’s reported holdings include 172 shares acquired under the IPG Photonics Employee Stock Purchase Plan on June 30, 2025 and 175 shares acquired under the plan on December 31, 2025. These plan purchases are part of his total 99,476 directly owned shares after the grant.

What transaction code was used in the IPG Photonics CEO Form 4?

The transaction in CEO Mark Gitin’s Form 4 used code “A,” indicating a grant, award, or other acquisition of securities. This code confirms the 19,887-share award was an equity compensation grant, not a discretionary market purchase or sale of IPG Photonics common stock.