Otter Tail CEO awarded 47,700 shares, new RSUs

Otter Tail Corp President & CEO Charles S. MacFarlane reported equity awards and related tax withholding.

Rhea-AI Filing Summary

Otter Tail Corp President & CEO Charles S. MacFarlane reported equity awards and related tax withholding. He acquired 47,700 shares of common stock on February 11, 2026 at $86.43 per share upon vesting of a 2023 performance share award, and 23,515 shares were withheld to cover taxes at the same price, leaving 251,597 directly held shares.

On February 10, 2026, he was granted 9,400 restricted stock units, each representing one future share, bringing his RSU holdings to 9,400 units plus existing tranches of 2,500, 3,950 and 7,425 units that vest in four equal annual installments beginning on the dates shown. He also indirectly holds 3,051 shares through an ESOP and 75,459 shares through a Spousal Lifetime Access Trust.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider MACFARLANE CHARLES S

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	47,700	$86.43	$4.12M
Exercise Price or Tax Liability	Common Stock	23,515	$86.43	$2.03M
Grant/Award	Restricted Stock Units	9,400	$0.00	$0.00
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 23,275 contracts for 13,875 underlying shares (Direct); Common Stock — 251,597 shares (Direct); Common Stock — 3,051 shares (Indirect, by ESOP); Common Stock — 75,459 shares (Indirect, by Spousal Lifetime Access Trust)

Footnotes (5)

1. F1. Represents shares received upon the vesting of certain performance criteria in connection with a Performance Share Award (granted in 2023).
2. F2. These shares were withheld by the Corporation to pay taxes due upon vesting of this award, exempt pursuant to Rule 16b-3(e).
3. F3. Total direct holdings include shares acquired through the Dividend Reinvestment Plan, the Employee Stock Purchase Plan and shares acquired pursuant to Stock Options, Restricted Stock Awards, Restricted Stock Units and Performance Share Awards.
4. F4. Each restricted stock unit represents a contingent right to receive one share of Otter Tail Corporation stock.
5. F5. The restricted stock units vest in four equal annual installments beginning the date shown above.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did OTTR’s CEO report on February 11, 2026?

Otter Tail Corp’s CEO reported receiving 47,700 common shares at $86.43 per share from a vested performance share award. The company simultaneously withheld 23,515 shares at the same price to cover taxes due upon vesting, a standard administrative disposition.

How many Otter Tail (OTTR) shares does the CEO hold after these transactions?

After these transactions, the CEO directly holds 251,597 common shares. He also has indirect holdings of 3,051 shares through an ESOP and 75,459 shares through a Spousal Lifetime Access Trust, as well as multiple tranches of restricted stock units scheduled to vest over time.

What new restricted stock units did the OTTR CEO receive in February 2026?

On February 10, 2026, the CEO received 9,400 restricted stock units with a stated value of $0 exercise price. Each unit represents one future Otter Tail share, vesting in four equal annual installments beginning on the date specified, subject to continued service and award terms.

Why were 23,515 Otter Tail shares disposed of in the CEO’s Form 4?

The 23,515 shares were withheld by Otter Tail to pay taxes due when a performance share award vested. This is reported under transaction code F, meaning shares were used to satisfy tax obligations rather than sold in an open-market transaction by the executive.

What is the nature of the OTTR CEO’s indirect share ownership?

The CEO reports indirect ownership of 3,051 shares held by an ESOP and 75,459 shares held by a Spousal Lifetime Access Trust. These positions reflect beneficial interests through those entities, distinct from his directly held shares and his separate restricted stock unit awards.

How do the OTTR CEO’s restricted stock units convert into common shares?

Each restricted stock unit represents a contingent right to receive one share of Otter Tail common stock. Units vest in four equal annual installments starting on the specified dates, after which the vested units are typically settled in shares, adding to the executive’s stock ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/12/2026 - 09:53 AM Learn about SEC filing 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

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^*

MACFARLANE CHARLES S

(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)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/11/2026		A		47,700(1)	A	$86.43	275,112	D
Common Stock	02/11/2026		F		23,515(2)	D	$86.43	251,597(3)	D
Common Stock								3,051	I	by ESOP
Common Stock								75,459	I	by Spousal Lifetime Access 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	(4)	02/10/2026		A		9,400		02/06/2027(5)	(5)	Common Stock	9,400	$0	9,400	D
Restricted Stock Units	(4)							02/06/2024(5)	(5)	Common Stock	2,500		2,500	D
Restricted Stock Units	(4)							02/06/2025(5)	(5)	Common Stock	3,950		3,950	D
Restricted Stock Units	(4)							02/06/2026(5)	(5)	Common Stock	7,425		7,425	D

Explanation of Responses:

1. Represents shares received upon the vesting of certain performance criteria in connection with a Performance Share Award (granted in 2023).

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 acquired through the Dividend Reinvestment Plan, the Employee Stock Purchase Plan and shares acquired pursuant to Stock Options, Restricted Stock Awards, Restricted Stock Units and Performance Share Awards.

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

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

Remarks:

	/s/ Charles S. MacFarlane by James A. Versteeg, Attorney-in-Fact	02/12/2026
	** 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.