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Sanfilippo (JBSS) CFO earns 159% performance share award

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Form Type
4

Rhea-AI Filing Summary

SANFILIPPO JOHN B & SON INC (JBSS) reported that its CFO & EVP, Finance and Admin, Frank S. Pellegrino, acquired 2,584 shares of common stock through an earned award of Performance Stock Units (PSUs) previously granted under the 2023 Omnibus Incentive Plan. The PSUs were earned at 159% of the target after performance criteria were certified by the Compensation and Human Resources Committee on August 18, 2026. Subject to conditions, these PSUs are scheduled to vest and become generally payable in shares on November 12, 2028, bringing Pellegrino’s directly held common stock to 37,882 shares following this award.

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Insider Pellegrino Frank S
Role CFO & EVP, Finance and Admin
Type Security Shares Price Value
Grant/Award Common Stock F1 2,584 $0.00 $0.00
Holdings After Transaction: Common Stock — 37,882 shares (Direct)
Footnotes (1)
  1. F1. These shares represent an award of Performance Stock Units ("PSUs") previously granted under the John B. Sanfilippo & Son, Inc. 2023 Omnibus Incentive Plan that were earned by the Reporting Person upon the achievement of certain performance criteria, as certified by the Compensation and Human Resources Committee of the Company's Board of Directors on August 18, 2026. Based on the Company's performance against the criteria, 159% of the target PSUs were earned. Each PSU represents the contingent right to receive one share of the Company's common stock upon vesting. Subject to certain conditions, these PSUs are scheduled to vest on November 12, 2028. These PSUs, once vested, will generally be eligible to be paid in an equivalent number of shares of the Company's common stock on November 12, 2028.
Shares acquired via PSUs 2,584 shares Common stock received from earned Performance Stock Units on August 18, 2026
Price per share for PSU conversion $0.0000 per share PSU award converted into common stock at no cash cost to the executive
Common shares held after transaction 37,882 shares Direct JBSS common stock ownership by Frank S. Pellegrino following the award
PSUs earned vs. target 159% of target PSUs Certified by Compensation and Human Resources Committee based on company performance
Vesting date for PSUs November 12, 2028 Scheduled vesting and general payment date for the Performance Stock Units
Certification date August 18, 2026 Date committee certified performance criteria and PSU earning level
Performance Stock Units financial
"These shares represent an award of Performance Stock Units ("PSUs") previously granted"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
2023 Omnibus Incentive Plan financial
"previously granted under the John B. Sanfilippo & Son, Inc. 2023 Omnibus Incentive Plan"
contingent right financial
"Each PSU represents the contingent right to receive one share of the Company's"
vesting financial
"Subject to certain conditions, these PSUs are scheduled to vest on November 12, 2028"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

What transaction did JBSS executive Frank S. Pellegrino report on this Form 4?

Frank S. Pellegrino reported acquiring 2,584 shares of SANFILIPPO JOHN B & SON INC (JBSS) common stock via earned Performance Stock Units. These PSUs were previously granted under the 2023 Omnibus Incentive Plan and converted into common stock based on certified performance results.

How were the reported PSUs for JBSS’s CFO earned?

The PSUs were earned when JBSS’s Compensation and Human Resources Committee certified that performance criteria had been met, resulting in 159% of the target PSUs being earned. This certification occurred on August 18, 2026, triggering the award amount reported.

When will the JBSS PSUs reported by Frank S. Pellegrino vest and be payable?

Subject to certain conditions, the PSUs are scheduled to vest on November 12, 2028 and will generally be eligible to be paid in an equivalent number of JBSS common shares on that same date. Until vesting, they remain a contingent right to receive stock.

What is Frank S. Pellegrino’s JBSS common stock holding after this Form 4 transaction?

After this award, Frank S. Pellegrino directly holds 37,882 shares of JBSS common stock. This total reflects the addition of 2,584 shares earned from Performance Stock Units as disclosed in the Form 4 filing.

What compensation plan governs the PSUs reported in the JBSS Form 4?

The PSUs were granted under the John B. Sanfilippo & Son, Inc. 2023 Omnibus Incentive Plan. Under this plan, each Performance Stock Unit represents a contingent right to receive one share of JBSS common stock upon vesting, based on achievement of specified performance criteria.

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SEC Form 4
FORM 4UNITED 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*
Pellegrino Frank S

(Last)(First)(Middle)
1703 N. RANDALL ROAD

(Street)
ELGIN ILLINOIS 60123-7820

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
SANFILIPPO JOHN B & SON INC [ JBSS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CFO & EVP, Finance and Admin
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/18/2026A2,584(1)A$037,882D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These shares represent an award of Performance Stock Units ("PSUs") previously granted under the John B. Sanfilippo & Son, Inc. 2023 Omnibus Incentive Plan that were earned by the Reporting Person upon the achievement of certain performance criteria, as certified by the Compensation and Human Resources Committee of the Company's Board of Directors on August 18, 2026. Based on the Company's performance against the criteria, 159% of the target PSUs were earned. Each PSU represents the contingent right to receive one share of the Company's common stock upon vesting. Subject to certain conditions, these PSUs are scheduled to vest on November 12, 2028. These PSUs, once vested, will generally be eligible to be paid in an equivalent number of shares of the Company's common stock on November 12, 2028.
/S/Sean Valentine as Power of Attorney08/19/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)