What are the key terms of Kevin H. Rhodes’s 3M performance share awards?

The performance share awards were granted on March 1, 2023. Performance-based vesting requirements were satisfied on February 2, 2026, when performance levels were certified, triggering delivery of shares and related tax withholding.

3M EVP Rhodes reports performance share vesting

3M executive Kevin H. Rhodes reported equity compensation activity tied to performance share awards.

Accepted by SEC EDGAR 02/04/2026 - 04:07 PM EST

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Rhea-AI Filing Summary

3M executive Kevin H. Rhodes reported equity compensation activity tied to performance share awards. On February 2, 2026, he acquired 23,251.392 shares of 3M common stock at $0 per share when performance-based vesting requirements for awards granted on March 1, 2023 were certified as achieved.

On the same date, 4,732 shares were withheld, at $0, to cover taxes, leaving him with 33,738.3379 shares of 3M common stock held directly. Half of the vested shares were deferred, and he will not have voting or investment power over those deferred shares until they are issued.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Rhodes Kevin H

Role EVP, Chief Legal Off & Secret

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	23,251.392	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	4,732	$0.00	$0.00

Holdings After Transaction: Common Stock — 33,738.3379 shares (Direct)

Holdings Before and After: Common Stock, 15,218.9459 to 33,738.3379 shares (Direct)

Footnotes (3)

F1. Represents shares of 3M common stock that will be delivered pursuant to the terms of performance share awards made to the reporting person on March 1, 2023. The performance-based vesting requirements applicable to such awards were satisfied on the date reported in Column 2 above, which represents the date on which the level of performance attained was certified. The reporting person previously elected to defer receipt of fifty percent of the shares and will not have voting or investment powers with respect to such shares until they are issued.
F2. The number of shares withheld for taxes was estimated and will be revised by amendment if necessary.
F3. Includes dividend share equivalents, accrued quarterly, pursuant to 3M's Deferred Compensation Plan.

FAQ

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What insider transaction did 3M (MMM) executive Kevin H. Rhodes report?

Kevin H. Rhodes reported vesting-related equity activity, acquiring 23,251.392 3M common shares at $0 per share from performance share awards granted on March 1, 2023, with performance certification and delivery date of February 2, 2026.

How many 3M shares did Kevin H. Rhodes acquire and at what price?

He acquired 23,251.392 shares of 3M common stock at $0 per share. These shares were delivered upon satisfaction of performance-based vesting conditions tied to performance share awards granted on March 1, 2023.

Why were some of Kevin H. Rhodes’s 3M shares withheld on February 2, 2026?

On February 2, 2026, 4,732 3M shares were withheld to cover taxes. The filing notes this tax-withholding share count was estimated and may be revised by amendment if necessary.

How many 3M shares does Kevin H. Rhodes hold after the reported transactions?

After the February 2, 2026 transactions, Kevin H. Rhodes directly holds 33,738.3379 shares of 3M common stock. This figure includes dividend share equivalents accrued quarterly under 3M’s Deferred Compensation Plan.

Does Kevin H. Rhodes have voting power over all vested 3M shares?

No. He elected to defer receipt of fifty percent of the vested shares. He will not have voting or investment power over the deferred shares until they are actually issued, according to the filing footnote.

What does the 3M deferred compensation footnote for Kevin H. Rhodes indicate?

The filing explains that his holdings include dividend share equivalents accrued quarterly under 3M’s Deferred Compensation Plan. It also clarifies that half of the vested shares are deferred, delaying his voting and investment powers until issuance.

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Form 4 Insider Transactions: What Each Field Means →

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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).

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^*

Rhodes Kevin H

(Last)

(First)

(Middle)

3M CENTER

(Street)

ST. PAUL

55144-1000

(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 Legal Off & Secret

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/02/2026		A		23,251.392⁽¹⁾	A	$0	38,470.3379	D
Common Stock	02/02/2026		F		4,732⁽²⁾	D	$0	33,738.3379⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of 3M common stock that will be delivered pursuant to the terms of performance share awards made to the reporting person on March 1, 2023. The performance-based vesting requirements applicable to such awards were satisfied on the date reported in Column 2 above, which represents the date on which the level of performance attained was certified. The reporting person previously elected to defer receipt of fifty percent of the shares and will not have voting or investment powers with respect to such shares until they are issued.

2. The number of shares withheld for taxes was estimated and will be revised by amendment if necessary.

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

	Patricia L. Meagher, attorney-in-fact for Kevin H. Rhodes	02/04/2026
	** 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.

Source: View Original Filing on SEC EDGAR