Otter Tail (OTTR) VP Smestad logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

Otter Tail Corporation VP Jennifer O. Smestad reported the vesting and settlement of restricted stock units on February 6, 2026. Four RSU grants converted into a total of 1,150 shares of common stock, each unit equal to one share. To cover taxes due at vesting, the company withheld 541 shares at $87.83 per share, treated as a tax transaction under Rule 16b-3(e). After these transactions, Smestad directly owned 16,168 common shares and also had 488 shares held indirectly through an ESOP. The RSU awards vest in four equal annual installments starting from their original grant dates.

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^*

Smestad Jennifer O.

(Last) (First) (Middle)

215 SOUTH CASCADE STREET

(Street)

FERGUS FALLS MN 56537

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Otter Tail Corp [ OTTR ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, General Council & Corp Sec

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		1,150	A	(1)	16,709	D
Common Stock	02/06/2026		F		541(2)	D	$87.83	16,168(3)	D
Common Stock								488	I	By ESOP

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	(1)	02/06/2026		M			275	02/06/2023(4)	(4)	Common Stock	0	$0	0	D
Restricted Stock Units	(1)	02/06/2026		M			325	02/06/2024(4)	(4)	Common Stock	325	$0	325	D
Restricted Stock Units	(1)	02/06/2026		M			250	02/06/2025(4)	(4)	Common Stock	500	$0	500	D
Restricted Stock Units	(1)	02/06/2026		M			300	02/06/2026(4)	(4)	Common Stock	900	$0	900	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Otter Tail Corporation stock.

2. These shares were withheld by the Corporation to pay taxes due upon vesting of this award, exempt pursuant to Rule 16b-3(e).

3. Total direct holdings include shares held jointly with spouse and shares acquired through the Employee Stock Purchase Plan, the Dividend Reinvestment Plan, and shares acquired pursuant to Restricted Stock Awards and Performance Share Awards.

4. The restricted stock units vest in four equal annual installments beginning the date shown above.

Remarks:

	/s/ Jennifer O. Smestad by James A. Versteeg, Attorney-in-Fact	02/09/2026
	** 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.

FAQ

What insider transaction did OTTR VP Jennifer Smestad report on February 6, 2026?

Jennifer O. Smestad reported RSU vesting that settled into 1,150 Otter Tail common shares on February 6, 2026. These shares came from multiple restricted stock unit grants that each convert into one share of company stock when they vest.

How many Otter Tail (OTTR) shares were withheld for taxes in this Form 4?

The company withheld 541 Otter Tail common shares at $87.83 per share to pay taxes due upon RSU vesting. This tax withholding is exempt under Rule 16b-3(e) and is a standard mechanism rather than an open-market stock sale.

What is Jennifer Smestad’s Otter Tail (OTTR) share ownership after the reported transactions?

After the reported transactions, Jennifer O. Smestad directly owned 16,168 Otter Tail common shares. She also had 488 additional shares held indirectly through an Employee Stock Ownership Plan (ESOP), reflecting her combined economic interest after the RSU vesting and tax withholding.

How do the reported restricted stock units for OTTR vest over time?

The restricted stock units reported for Otter Tail vest in four equal annual installments beginning on the specific dates listed for each grant. Each vested unit represents a contingent right that converts into one share of Otter Tail Corporation common stock when the vesting conditions are satisfied.

What roles does Jennifer O. Smestad hold at Otter Tail Corporation (OTTR)?

Jennifer O. Smestad is an officer of Otter Tail Corporation, serving as Vice President, General Counsel and Corporate Secretary. The Form 4 reports her equity compensation activity, including restricted stock unit vesting and related tax share withholding transactions in company stock.

Are the OTTR shares in this Form 4 open-market purchases or sales?

The filing shows RSU vesting and tax withholding, not open-market trades. RSUs converted into common shares, and 541 shares were withheld by the company to satisfy tax obligations, consistent with equity compensation administration rather than discretionary market transactions.