3M (MMM) HR chief Zoe Dickson settles 4,764 RSUs with tax withholding

Rhea-AI Filing Summary

3M executive Zoe L. Dickson, EVP & Chief HR Officer, reported equity transactions on February 6, 2026. Dickson converted 4,764 restricted stock units into the same number of 3M common shares at an exercise price of $0, reflecting vesting of a prior equity grant.

On the same date, 1,500 common shares were disposed of at $172.65 per share in a transaction coded "F," indicating shares withheld to cover taxes in connection with the vesting. After these transactions, Dickson directly beneficially owned 21,123.4401 shares of common stock and indirectly held 299 shares through a 401k/PAESOP trust.

The filing notes that each restricted stock unit represents a contingent right to receive one share of 3M common stock and that the RSUs involved in this transaction vest 100% three years from their grant date of February 7, 2023, aligning with 3M’s deferred compensation and equity incentive arrangements.

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

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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^*

Dickson Zoe L

(Last) (First) (Middle)

3M CENTER

(Street)

ST. PAUL MN 55144

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
3M CO [ MMM ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		M		4,764	A	$172.65	22,623.4401	D
Common Stock	02/06/2026		F		1,500	D	$172.65	21,123.4401(1)	D
Common Stock								299	I	401k/paesop Trust

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
Restricted Stock Units	(2)	02/06/2026		M			4,764	(3)	(3)	Common Stock	4,764	$0	0	D

Explanation of Responses:

1. Includes dividend share equivalents, accrued quarterly, pursuant to 3M's Deferred Compensation Plan.

2. Each restricted stock unit represents a contingent right to receive one share of 3M common stock.

3. The restricted stock units vest 100% three years from the grant date of February 7, 2023.

	/s/ Patricia L. Meagher, attorney-in-fact for Zoe L. Dickson	02/09/2026
	** 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 transaction did 3M (MMM) executive Zoe L. Dickson report?

Zoe L. Dickson reported vesting and settlement of 4,764 restricted stock units into 3M common stock. The RSU conversion was paired with a tax-withholding transaction, reflecting routine equity compensation activity under 3M’s executive compensation programs.

How many 3M (MMM) shares did Zoe L. Dickson acquire and dispose of on February 6, 2026?

On February 6, 2026, Dickson acquired 4,764 3M common shares from RSU vesting and had 1,500 shares disposed of in a tax-withholding transaction. These moves reflect settlement of equity awards rather than an open-market purchase or sale decision.

What does the Form 4 tax-withholding code "F" mean for 3M (MMM) stock?

Transaction code "F" indicates shares withheld to satisfy tax obligations related to an equity award. For 3M, 1,500 common shares were withheld at $172.65 per share when Zoe L. Dickson’s restricted stock units vested and converted to common stock.

How many 3M (MMM) shares does Zoe L. Dickson beneficially own after these transactions?

After the reported transactions, Dickson directly beneficially owned 21,123.4401 3M common shares. She also indirectly held 299 shares through a 401k/PAESOP trust, as disclosed, showing combined direct and indirect holdings reported in the Form 4 filing.

When did the 3M (MMM) restricted stock units reported by Zoe L. Dickson vest?

The restricted stock units vested 100% three years from their grant date of February 7, 2023. On February 6, 2026, 4,764 RSUs converted into an equal number of 3M common shares, consistent with the vesting schedule described in the filing footnotes.

What does each restricted stock unit represent in the 3M (MMM) Form 4 filing?

Each restricted stock unit represents a contingent right to receive one share of 3M common stock. When vesting conditions are met, these units settle into common shares, as shown by the 4,764-unit conversion reported for executive Zoe L. Dickson.