Equity award for MYR Group (MYRG) SVP includes tax share withholding

Rhea-AI Filing Summary

MYR Group Inc. senior vice president and COO T&D Brian K. Stern reported mixed equity transactions in company common stock. On February 18, 2026, he acquired 919 shares at no cost upon vesting of 2023 performance share awards for the performance period ended December 31, 2025. On the same date, 285 shares were disposed of at $260.90 per share to cover tax withholding obligations related to that vesting. Following these transactions, his directly held common stock totaled 3,450 shares.

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^*

Stern Brian K.

(Last) (First) (Middle)

MYR GROUP INC.

12121 GRANT STREET SUITE 610

(Street)

THORNTON CO 80241

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MYR GROUP INC. [ MYRG ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and COO T&D

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		919(1)	A	$0	3,735	D
Common Stock	02/18/2026		F		285(2)	D	$260.9	3,450	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. Shares of common stock received upon vesting of performance share awards granted in 2023 for the performance period ended December 31, 2025.

2. Represents shares of common stock withheld to satisfy tax withholding obligations in connection with the vesting of performance shares.

Remarks:

	/s/ William F. Fry as Attorney-in-Fact for Brian K. Stern	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).
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FAQ

What insider transactions did MYR Group (MYRG) executive Brian K. Stern report?

Brian K. Stern reported a mixed Form 4 transaction. He received 919 MYR Group common shares from vesting 2023 performance awards and had 285 shares withheld to satisfy related tax obligations, both recorded on February 18, 2026.

How many MYR Group (MYRG) shares did Brian K. Stern receive from awards?

Brian K. Stern received 919 MYR Group common shares. These shares were delivered upon vesting of performance share awards granted in 2023 for a performance period ending December 31, 2025, and were recorded as a grant or award acquisition.

Why were 285 MYR Group (MYRG) shares disposed of in this Form 4?

The 285 MYR Group shares were disposed of to cover tax withholding obligations. They were withheld in connection with the vesting of performance share awards, at a transaction price of $260.90 per share, rather than sold in an open-market transaction.

What is Brian K. Stern’s MYR Group (MYRG) share ownership after these transactions?

After these transactions, Brian K. Stern directly owned 3,450 MYR Group common shares. This reflects the net impact of receiving 919 shares from vested performance awards and 285 shares withheld to satisfy associated tax liabilities on February 18, 2026.

What role does Brian K. Stern hold at MYR Group (MYRG) in this Form 4?

Brian K. Stern is identified as an officer of MYR Group, serving as senior vice president and COO T&D. The Form 4 reports his direct ownership changes in MYR Group common stock resulting from equity award vesting and related tax withholding.

Were Brian K. Stern’s MYR Group (MYRG) Form 4 transactions market purchases or sales?

The Form 4 does not show market purchases or sales. It reports an award of 919 shares from vested performance share grants and a tax-withholding disposition of 285 shares, where shares were withheld to cover tax liabilities rather than traded on the market.