Otter Tail (OTTR) SVP reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Otter Tail Corporation senior vice president Timothy J. Rogelstad reported equity compensation activity involving company stock. On February 6, 2026, restricted stock units converted into 1,625 shares of common stock, increasing his directly held position.

To cover taxes due at vesting, the corporation withheld 763 shares at a price of $87.83 per share under a tax-withholding transaction. After these transactions, Rogelstad directly owned 56,892 shares of Otter Tail common stock, plus 3,337 shares held indirectly through an ESOP.

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^*

ROGELSTAD TIMOTHY J

(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)
	Sr VP, Electric Platform

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		1,625	A	(1)	57,655	D
Common Stock	02/06/2026		F		763(2)	D	$87.83	56,892(3)	D
Common Stock								3,337	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			400	02/06/2023(4)	(4)	Common Stock	0	$0	0	D
Restricted Stock Units	(1)	02/06/2026		M			450	02/06/2024(4)	(4)	Common Stock	450	$0	450	D
Restricted Stock Units	(1)	02/06/2026		M			350	02/06/2025(4)	(4)	Common Stock	700	$0	700	D
Restricted Stock Units	(1)	02/06/2026		M			425	02/06/2026(4)	(4)	Common Stock	1,275	$0	1,275	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 acquired individually through dividend reinvestment, Employee Stock Purchase Plan, and 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/ Timothy J. Rogelstad 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).
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FAQ

What insider transaction did OTTR executive Timothy Rogelstad report?

Timothy J. Rogelstad reported the vesting of restricted stock units into 1,625 Otter Tail common shares and a related tax-withholding sale of 763 shares at $87.83 per share. These transactions reflect routine equity compensation activity rather than an open-market discretionary trade.

How many Otter Tail (OTTR) shares does Timothy Rogelstad now hold?

After the reported transactions, Timothy J. Rogelstad directly holds 56,892 shares of Otter Tail common stock and indirectly holds 3,337 shares through an ESOP. These totals incorporate shares gained from restricted stock unit vesting and shares withheld by the company to cover associated tax obligations.

What does the tax-withholding transaction at $87.83 mean for OTTR?

The tax-withholding transaction shows Otter Tail withheld 763 shares from Rogelstad at $87.83 per share to satisfy taxes due on vesting. This is a standard administrative move for equity awards and does not represent a traditional open-market sale decision by the executive.

What are the restricted stock units in this Otter Tail Form 4?

Each restricted stock unit represents a contingent right to receive one share of Otter Tail Corporation stock. The filing notes these RSUs vest in four equal annual installments, and the February 6, 2026 transactions reflect conversions of several award tranches into common shares for Rogelstad.

How are Rogelstad’s indirect Otter Tail (OTTR) holdings structured?

Besides his direct holdings, Rogelstad has 3,337 Otter Tail shares held indirectly through an ESOP. The ESOP position is reported as indirect beneficial ownership, indicating the shares are held within an employee stock ownership plan rather than in a personal brokerage account.