[Form 4] Paccar Inc Insider Trading Activity

Rhea-AI Filing Summary

PCAR – Form 4 (25 Jul 2025): Sr. VP & CFO Brice J. Poplawski exercised and immediately sold option-related shares.

• Option exercises (Code M): 3,000 shares at $62.8667 and 2,000 shares at $61.26.
• Open-market sale (Code S): 5,000 shares at a weighted avg. $100.9377 (price range $100.75-$101.19).
• Resulting direct holding: 468 common shares, down from 5,468 pre-sale.
• Indirect holding: 17,852.929 shares via PACCAR Savings Investment Plan.
• Remaining equity incentives: 24,069 vested/unvested stock options (strike $61.26-$109.13) and 1,855 deferred stock units under LTIP.

The transaction represents a ~91% reduction in the CFO’s directly held common stock, while option and plan interests remain substantial. No company fundamentals or earnings data are disclosed; the filing is limited to insider activity.

Positive

• Executive retains long-term exposure through 17,853 SIP shares, 24,069 options and 1,855 RSUs, aligning incentives beyond the sale.

Negative

• CFO reduced direct ownership by ~91%, potentially signalling limited short-term confidence.
• Sale volume (5,000 shares) executed near 52-week highs (~$101), which can be perceived as profit-taking before potential pullback.

Insights

Financial Analyst

TL;DR CFO liquidates most direct PCAR shares; neutral cash-out, mildly bearish signal.

The same-day exercise-and-sell strategy suggests a liquidity event rather than confidence in further upside, as the executive fully covered the exercised 5,000 options with an equal share sale. Although Poplawski retains sizeable retirement-plan and option exposure, the drastic cut in direct ownership (from 5,468 to 468 shares) can be interpreted as waning short-term conviction. Historically, large insider sales following option exercises precede modest underperformance for industrial peers, but causality is weak. The dollar amount (~$505k gross) is immaterial to PACCAR’s $50 bn market cap, implying low fundamental impact yet potential sentiment drag.

Corporate Governance Expert

TL;DR Large sale by key officer reduces alignment; governance risk modest.

Direct ownership now sits well below typical C-suite alignment benchmarks. However, deferred LTIP units and unexercised options preserve long-term incentives. The transaction appears compliant (10b5-1 not specified) and fully disclosed. No red flags on reporting accuracy; price range disclosure meets SEC guidance. Impact on governance quality is neutral, but optics of a near-complete share sale by the CFO may draw shareholder scrutiny during proxy season.

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
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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).

1. Name and Address of Reporting Person^*

Poplawski Brice J

(Last) (First) (Middle)

777 - 106TH AVE. N.E.

(Street)

BELLEVUE WA 98004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PACCAR INC [ PCAR ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

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	07/25/2025		M		3,000	A	$62.8667	3,468	D
Common Stock	07/25/2025		M		2,000	A	$61.26	5,468	D
Common Stock	07/25/2025		S		5,000	D	$100.9377(1)	468	D
Common Stock								17,852.929	I	By PACCAR Savings Investment Plan (SIP)

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
Stock Option	$61.26	07/25/2025		M			2,000	01/01/2024	02/02/2031	Common Stock	2,000	$61.26	0.0000	D
Stock Option	$62.8667	07/25/2025		M			3,000	01/01/2025	02/07/2032	Common Stock	3,000	$62.8667	3,369	D
Stock Option	$71.95							01/01/2026	02/08/2033	Common Stock	6,370		6,370	D
Stock Option	$104.16							01/01/2027	02/05/2034	Common Stock	6,318		6,318	D
Stock Option	$109.13							01/01/2028	02/03/2035	Common Stock	8,012		8,012	D
Stock Units (LTIP)	(2)							(2)	(2)	Common Stock	1,855		1,855	D

Explanation of Responses:

1. The price shown is a weighted average sale price of shares sold in multiple transactions; the sale prices ranged from 100.7500 to 101.1900 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

2. Restricted stock units held in deferred phantom stock account under Long Term Incentive Plan (LTIP) convertible to common stock on a one-for-one basis upon satisfaction of all applicable vesting conditions.

	Michael R. Beers, by Power of Attorney	07/25/2025
	** 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

How many PACCAR (PCAR) shares did the CFO sell on 25 July 2025?

Brice J. Poplawski sold 5,000 common shares at an average price of $100.94.

What was the exercise price of the PACCAR options exercised by the CFO?

Options were exercised at $62.87 for 3,000 shares and $61.26 for 2,000 shares.

How many PACCAR shares does the CFO still own directly after the transaction?

Direct ownership fell to 468 shares.

Does the CFO still hold PACCAR stock indirectly?

Yes, he holds 17,852.929 shares in the PACCAR Savings Investment Plan and 1,855 RSUs.

Is this insider sale considered large relative to PACCAR's market cap?

No. The ~$0.5 million sale is immaterial to PACCAR’s ≈$50 billion market value.