Otter Tail VP receives shares and new RSU grant

Otter Tail Corp VP and General Counsel Jennifer O. Smestad reported equity awards and related share movements in company stock.

Rhea-AI Filing Summary

Otter Tail Corp VP and General Counsel Jennifer O. Smestad reported equity awards and related share movements in company stock. On February 11, 2026, she acquired 6,000 shares of common stock at $86.43 per share upon vesting of a 2023 performance share award, then had 3,031 shares withheld at the same price to cover taxes. After these transactions, she directly owned 19,137 common shares and indirectly held 488 shares through an ESOP.

On February 10, 2026, she was granted 1,100 restricted stock units at a conversion price of $0, each representing one share of Otter Tail common stock. These RSUs vest in four equal annual installments beginning February 6, 2027, and she also reported existing RSU positions of 325, 500, and 900 units with earlier vesting schedules.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Smestad Jennifer O.

Role VP, General Council & Corp Sec

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,000	$86.43	$519K
Exercise Price or Tax Liability	Common Stock	3,031	$86.43	$262K
Grant/Award	Restricted Stock Units	1,100	$0.00	$0.00
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 2,825 contracts for 1,725 underlying shares (Direct); Common Stock — 19,137 shares (Direct); Common Stock — 488 shares (Indirect, By ESOP)

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 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. 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

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What insider transactions did Otter Tail Corp (OTTR) report for Jennifer O. Smestad?

Otter Tail Corp reported that VP and General Counsel Jennifer O. Smestad received 6,000 common shares from a vested 2023 performance award, with 3,031 shares withheld for taxes, and a grant of 1,100 restricted stock units that convert into common shares as they vest over time.

How many Otter Tail Corp (OTTR) shares does Jennifer O. Smestad own after these Form 4 transactions?

After the reported transactions, Jennifer O. Smestad directly owned 19,137 Otter Tail Corp common shares and indirectly held 488 shares through an ESOP. She also held restricted stock units totaling 1,100 newly granted units plus prior grants of 325, 500, and 900 units, vesting over several years.

What is the nature of the 6,000 Otter Tail Corp (OTTR) shares acquired by Jennifer O. Smestad?

The 6,000 Otter Tail Corp common shares reflect vesting of a 2023 Performance Share Award tied to performance criteria. They were valued at $86.43 per share on February 11, 2026, and represent compensation rather than an open-market purchase, according to the Form 4 footnote disclosure.

Why were 3,031 Otter Tail Corp (OTTR) shares disposed of in Jennifer O. Smestad’s Form 4?

The 3,031 shares shown as disposed were withheld by Otter Tail Corp to satisfy tax obligations arising from vesting of the performance share award. The transaction used a price of $86.43 per share and is described as tax withholding under Rule 16b-3(e), not a market sale.

What are the key terms of Jennifer O. Smestad’s new Otter Tail Corp (OTTR) RSU grant?

Jennifer O. Smestad received 1,100 restricted stock units on February 10, 2026. Each RSU represents a contingent right to one share of Otter Tail Corp common stock, with the units vesting in four equal annual installments starting February 6, 2027, subject to continued service and plan terms.

How do Jennifer O. Smestad’s existing Otter Tail Corp (OTTR) RSUs vest over time?

In addition to the new 1,100-unit grant, she reported RSU holdings of 325, 500, and 900 units. These RSUs vest in four equal annual installments beginning on their respective start dates—February 6, 2024, February 6, 2025, and February 6, 2026—each unit delivering one common share at vesting.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/12/2026 - 09:26 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^*

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)
02/10/2026

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		6,000(1)	A	$86.43	22,168	D
Common Stock	02/11/2026		F		3,031(2)	D	$86.43	19,137(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	(4)	02/10/2026		A		1,100		02/06/2027(5)	(5)	Common Stock	1,100	$0	1,100	D
Restricted Stock Units	(4)							02/06/2024(5)	(5)	Common Stock	325		325	D
Restricted Stock Units	(4)							02/06/2025(5)	(5)	Common Stock	500		500	D
Restricted Stock Units	(4)							02/06/2026(5)	(5)	Common Stock	900		900	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 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. 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/ Jennifer O. Smestad 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.