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NICE (NICE) CEO granted 70,000 RSUs, 28,000 PSUs and withholds shares for taxes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NICE Ltd. reported that Chief Executive Officer Russell Scott Edward received equity compensation and had a small tax-related share disposition. On June 9, 2026, he was granted 70,000 Ordinary Shares in the form of restricted stock units that vest in four equal annual installments beginning on February 18, 2027. He was also granted 28,000 Performance Share Units, each tied to one Ordinary Share and eligible to vest over a three-year performance period ending February 18, 2029, based on specified stock price performance thresholds. On July 1, 2026, 2,051 Ordinary Shares were disposed of at $90.85 per share to cover tax obligations, a non-market tax-withholding transaction. Following these transactions, he directly holds 131,887 Ordinary Shares.

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Insider Russell Scott Edward
Role Chief Executive Officer
Type Security Shares Price Value
Tax Withholding Ordinary Shares 2,051 $90.85 $186K
Grant/Award Performance Share Units 28,000 $0.00 --
Grant/Award Ordinary Shares 70,000 $0.00 --
Holdings After Transaction: Ordinary Shares — 131,887 shares (Direct, null); Performance Share Units — 28,000 shares (Direct, null)
Footnotes (1)
  1. Represents an award of restricted stock units ("RSUs") that will vest in four equal annual installments beginning on February 18, 2027. Each RSU represents a contingent right to receive one Ordinary Share. Each Performance Share Unit represents a contingent right to receive one Ordinary Share of the Issuer. The Performance Share Units are eligible to vest over a three-year performance period ending February 18, 2029, subject to adjustments in accordance with the terms of the awards, based upon the Issuer's achievement of specified stock price performance thresholds.
RSU grant 70,000 shares Ordinary Shares via RSUs granted June 9, 2026
PSU grant 28,000 units Performance Share Units granted June 9, 2026
Tax-withholding shares 2,051 shares Ordinary Shares disposed July 1, 2026
Tax-withholding price $90.85/share Price per Ordinary Share for tax-withholding disposition
Post-transaction holdings 131,887 shares Ordinary Shares held directly after July 1, 2026
RSU vesting start February 18, 2027 First vesting date for RSU award
PSU performance period end February 18, 2029 End of three-year PSU performance period
restricted stock units ("RSUs") financial
"Represents an award of restricted stock units ("RSUs") that will vest in four equal annual installments"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Performance Share Units financial
"Each Performance Share Unit represents a contingent right to receive one Ordinary Share"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
stock price performance thresholds financial
"based upon the Issuer's achievement of specified stock price performance thresholds"
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Form 4 Insider Transactions: What Each Field Means →
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*
Russell Scott Edward
(Last)(First)(Middle)
221 RIVER STREET
(Street)
HOBOKEN NEW JERSEY 07030
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
NICE Ltd. [ NICE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
[NICE.TA]
3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026		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
Ordinary Shares06/09/2026A(1)70,000A$0133,938D
Ordinary Shares07/01/2026F2,051D$90.85131,887D
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
Performance Share Units$006/09/2026A28,000 (2) (2)Ordinary Shares28,000$028,000D
Explanation of Responses:
1. Represents an award of restricted stock units ("RSUs") that will vest in four equal annual installments beginning on February 18, 2027. Each RSU represents a contingent right to receive one Ordinary Share.
2. Each Performance Share Unit represents a contingent right to receive one Ordinary Share of the Issuer. The Performance Share Units are eligible to vest over a three-year performance period ending February 18, 2029, subject to adjustments in accordance with the terms of the awards, based upon the Issuer's achievement of specified stock price performance thresholds.
/s/ Noa Farkas Gluck, Attorney-in-Fact for Russell Scott Edward07/02/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did NICE (NICE) grant to its CEO in this Form 4?

NICE granted its CEO 70,000 restricted stock units and 28,000 Performance Share Units. The RSUs convert into Ordinary Shares over time, while the PSUs vest based on stock price performance over a defined three-year period.

How do the 70,000 RSUs awarded to NICE (NICE) CEO vest?

The 70,000 RSUs vest in four equal annual installments beginning on February 18, 2027. Each RSU represents a contingent right to receive one Ordinary Share if the vesting conditions are satisfied.

What are the terms of the 28,000 Performance Share Units at NICE (NICE)?

Each of the 28,000 Performance Share Units is a right to receive one Ordinary Share. They are eligible to vest over a three-year performance period ending February 18, 2029, based on specified stock price performance thresholds.

Why did NICE (NICE) CEO dispose of 2,051 Ordinary Shares on July 1, 2026?

The CEO disposed of 2,051 Ordinary Shares at $90.85 per share as a tax-withholding disposition. This means shares were used to pay tax obligations, not sold as an open-market investment decision.

How many NICE (NICE) Ordinary Shares does the CEO hold after these transactions?

After the reported transactions, the CEO directly holds 131,887 Ordinary Shares. This figure reflects his position following the equity grants and the small tax-related share disposition recorded in the Form 4.

Are the equity transactions in this NICE (NICE) Form 4 open-market trades?

No, the transactions consist of equity grants and a tax-withholding disposition. The RSUs and Performance Share Units are compensation awards, while the share disposition covers tax liabilities rather than representing an open-market sale.