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Plexus Corp (PLXS) CFO reports stock sale, PSU vesting and tax share withholding

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Plexus Corp. executive Patrick J. Jermain, Exec. VP & CFO, reported multiple equity transactions in Plexus Corp. (PLXS). On 02/12/2026, he completed an open-market sale of 2,321 shares of common stock at $201.1229 per share, leaving 14,561 directly held shares afterward.

On 02/17/2026, 5,611 Performance Stock Units were exercised/converted into common stock, increasing his direct holdings to 20,172 shares. In a separate tax-related move that same day, 2,638 shares were disposed of at $195.95 to cover tax obligations, resulting in 17,534 directly held shares.

The filing also shows 3,751 shares of common stock held indirectly in the Plexus Corp. 401(k) Retirement Plan. A footnote explains that, based on company performance over a three-year period, 142.4% of the portion of fiscal 2023 Performance Stock Units tied to relative total shareholder return vested, versus a maximum opportunity of up to 150%.

Positive

  • None.

Negative

  • None.

Insights

Routine mix of PSU vesting, tax withholding, and a modest open-market sale.

The transactions show performance-based equity vesting and related share movements for Exec. VP & CFO Patrick J. Jermain. On 02/17/2026, 5,611 Performance Stock Units converted into common stock at an exercise price of $0.00, reflecting earned long-term incentives.

On the same date, 2,638 shares were disposed of at $195.95 under code F, meaning they were used to satisfy tax obligations rather than discretionary selling. Earlier, on 02/12/2026, he executed an open-market sale of 2,321 shares at $201.1229 per share, while maintaining a remaining direct stake of 17,534 shares plus 3,751 shares in a 401(k) plan.

A footnote indicates that for fiscal 2023 PSUs tied to relative total shareholder return versus the S&P 400 Index, 142.4% of the relevant target portion vested, below the 150% maximum opportunity. Overall, these are standard compensation- and tax-driven insider movements, with no clear indication of a change in strategic outlook.

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*
Jermain Patrick John

(Last) (First) (Middle)
ONE PLEXUS WAY

(Street)
NEENAH WI 54956

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PLEXUS CORP [ PLXS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec. VP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026
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, $.01 par value 3,751 I 401(k)(1)
Common Stock, $.01 par value 02/12/2026 S 2,321 D $201.1229 14,561 D
Common Stock, $.01 par value 02/17/2026 M 5,611 A (2) 20,172 D
Common Stock, $.01 par value 02/17/2026 F 2,638 D $195.95 17,534 D
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
Performance Stock Units (2) 02/17/2026 A 1,671 (2) (2) Common Stock, $.01 par value 1,671 (2) 5,611 D
Performance Stock Units (2) 02/17/2026 M 5,611 (2) (2) Common Stock, $.01 par value 5,611 (2) 0 D
Explanation of Responses:
1. Shares of Plexus Corp. common stock held in the Plexus Corp. 401(k) Retirement Plan as of the last report from the Plan's trustee.
2. Based on Company performance during the three-year performance period, 142.4% of the portion of the Performance Stock Units ("PSUs") granted in fiscal 2023 related to the relative total shareholder return ("TSR") of the Company's common stock as compared to companies in the S&P 400 Index vested. As previously disclosed, the reporting person had the opportunity to earn up to 150% of the targeted amount of PSUs based on TSR originally reported.
Remarks:
/s/ Patrick J. Jermain, by Kate A. Gitter, Attorney-in-Fact 02/17/2026
** 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 transactions did Plexus Corp (PLXS) report for Patrick J. Jermain?

Plexus Corp reported that Exec. VP & CFO Patrick J. Jermain sold 2,321 shares at $201.1229 on February 12, 2026, and had 5,611 Performance Stock Units convert into common shares on February 17, 2026, with additional shares withheld for taxes.

How many Plexus Corp (PLXS) shares does Patrick J. Jermain hold after these transactions?

After the reported transactions, Patrick J. Jermain directly holds 17,534 shares of Plexus Corp common stock and indirectly holds 3,751 shares through the Plexus Corp 401(k) Retirement Plan, according to the most recent report from the plan’s trustee.

At what prices did the Plexus Corp (PLXS) insider transactions occur?

The open-market sale on February 12, 2026 occurred at $201.1229 per share for 2,321 shares. On February 17, 2026, 2,638 shares were disposed at $195.95 per share to satisfy tax obligations related to equity vesting and conversion.

What happened to Patrick J. Jermain’s Performance Stock Units at Plexus Corp (PLXS)?

On February 17, 2026, 5,611 Performance Stock Units were exercised or converted into Plexus Corp common stock at a zero exercise price. Following this, his derivative PSU balance went to zero, while his directly held common shares increased before tax withholding.

How were taxes handled on the Plexus Corp (PLXS) equity vesting for the CFO?

Taxes were handled through a disposition coded F, meaning shares were used to pay tax obligations. Specifically, 2,638 shares of Plexus Corp common stock were withheld or delivered at $195.95 per share on February 17, 2026, reducing the net shares retained.

How did Plexus Corp (PLXS) performance affect PSU vesting for fiscal 2023?

For Performance Stock Units granted in fiscal 2023 tied to relative total shareholder return versus S&P 400 Index companies, 142.4% of the applicable target portion vested. The plan allowed up to 150% of the targeted PSU amount to vest based on this performance metric.
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