Plexus (PLXS) CEO logs 5,231-share sale plus major PSU vesting

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Plexus Corp President & CEO Todd P. Kelsey reported multiple stock transactions. On February 18, 2026, he sold a total of 5,231 shares of common stock in open-market trades at prices around $194.47, $195.59, and $196.36. A footnote states these sales were made under a Rule 10b5-1 trading plan adopted on November 20, 2025.

Following these sales, he continued to hold tens of thousands of Plexus common shares directly. On February 17, 2026, he was granted 5,576 Performance Stock Units and also exercised 18,726 PSUs, receiving the same number of common shares. Separately, 8,802 shares were withheld to cover tax obligations related to the award.

Insider Trade Summary

Net Seller: 5,231 shares ($1,024,112)

Net Sell 7 txns

Insider Kelsey Todd P.

Role President & CEO

Sold 5,231 shs ($1.02M)

Type	Security	Shares	Price	Value
Sale	Common Stock, $.01 par value	1,155	$194.4727	$225K
Sale	Common Stock, $.01 par value	1,126	$195.5854	$220K
Sale	Common Stock, $.01 par value	2,950	$196.3615	$579K
Grant/Award	Performance Stock Units	5,576	$0.00	--
Exercise	Performance Stock Units	18,726	$0.00	--
Exercise	Common Stock, $.01 par value	18,726	$0.00	--
Tax Withholding	Common Stock, $.01 par value	8,802	$195.95	$1.72M

Holdings After Transaction: Common Stock, $.01 par value — 87,367 shares (Direct); Performance Stock Units — 18,726 shares (Direct)

Footnotes (1)

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. Shares were sold pursuant to a Rule 10b5-1 plan adopted on November 20, 2025. This transaction was executed in multiple trades at prices ranging from $194.075 to $194.90 per share. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $195.00 to $195.96 per share. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $196.10 to $196.65 per share. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Form 4 Insider Transactions: What Each Field Means →

02/19/2026 - 05:24 PM

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^*

Kelsey Todd P.

(Last)

(First)

(Middle)

ONE PLEXUS WAY

(Street)

NEENAH

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value	02/17/2026		M		18,726	A	⁽¹⁾	97,324	D
Common Stock, $.01 par value	02/17/2026		F		8,802	D	$195.95	88,522	D
Common Stock, $.01 par value	02/18/2026		S⁽²⁾		1,155	D	$194.4727⁽³⁾	87,367	D
Common Stock, $.01 par value	02/18/2026		S⁽²⁾		1,126	D	$195.5854⁽⁴⁾	86,241	D
Common Stock, $.01 par value	02/18/2026		S⁽²⁾		2,950	D	$196.3615⁽⁵⁾	83,291	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽¹⁾	02/17/2026		A		5,576		⁽¹⁾	⁽¹⁾	Common Stock, $.01 par value	5,576	⁽¹⁾	18,726	D
Performance Stock Units	⁽¹⁾	02/17/2026		M			18,726	⁽¹⁾	⁽¹⁾	Common Stock, $.01 par value	18,726	⁽¹⁾	0	D

Explanation of Responses:

1. 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.

2. Shares were sold pursuant to a Rule 10b5-1 plan adopted on November 20, 2025.

3. This transaction was executed in multiple trades at prices ranging from $194.075 to $194.90 per share. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $195.00 to $195.96 per share. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. This transaction was executed in multiple trades at prices ranging from $196.10 to $196.65 per share. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

	/s/ Todd P. Kelsey, by Kate A. Gitter, Attorney-in-Fact	02/19/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Plexus (PLXS) CEO Todd P. Kelsey report in this Form 4?

Todd P. Kelsey reported open-market sales and equity award activity involving Plexus common stock. The filing details sales of 5,231 shares, a grant of 5,576 Performance Stock Units, the vesting of 18,726 PSUs into shares, and related tax-withholding share dispositions.

How many Plexus (PLXS) shares did the CEO sell in the latest transactions?

The CEO sold a total of 5,231 Plexus common shares in open-market transactions. These trades occurred on February 18, 2026 at reported weighted average prices near $194.47, $195.59, and $196.36 per share, as disclosed in the individual transaction lines and footnotes.

Were the Plexus (PLXS) CEO’s stock sales under a Rule 10b5-1 trading plan?

Yes. A footnote explains that the reported sales were made under a Rule 10b5-1 trading plan. The plan was adopted on November 20, 2025, indicating these sales were pre-arranged according to predetermined instructions rather than discretionary same-day trading decisions.

What equity awards did the Plexus (PLXS) CEO receive in this Form 4?

The CEO received a grant of 5,576 Performance Stock Units on February 17, 2026. Additionally, 18,726 previously granted PSUs were exercised and converted into the same number of Plexus common shares, reflecting performance-based vesting outcomes tied to total shareholder return metrics.

Why were 8,802 Plexus (PLXS) shares disposed of in the Form 4 filing?

The 8,802-share disposition was reported with code F, indicating shares were withheld to satisfy tax obligations. These shares relate to the vesting and conversion of performance stock units, where the issuer retained a portion of shares instead of the insider paying cash taxes directly.

Did Plexus (PLXS) CEO Todd P. Kelsey retain a significant shareholding after these transactions?

Yes. After the reported sales and tax-withholding dispositions, the Form 4 shows that he continued to directly own tens of thousands of Plexus common shares. The remaining holdings reflect both long-term ownership and recently acquired shares from performance stock unit conversions.