Tax withholding on RSU vesting for Qnity Electronics (Q) General Counsel

Rhea-AI Filing Summary

Qnity Electronics, Inc. General Counsel Peter W. Hennessey reported a small share disposition related to taxes, not an open-market trade. On the lapse of restricted stock units and associated dividend equivalents, 117.9467 shares of common stock were withheld at $110.9750 per share to cover tax liabilities. After this tax-withholding disposition, he directly owns 5,419.3138 common shares.

Insights

Insider trading and governance analyst

Small tax-withholding share disposition; no open-market selling.

The General Counsel of Qnity Electronics, Inc., Peter W. Hennessey, reported a Form 4 transaction coded "F" for 117.9467 common shares at $110.9750 per share. The filing describes this as a tax-withholding disposition tied to vesting restricted stock units and related dividend equivalents.

This means shares were withheld to satisfy tax obligations rather than sold in the market, so it does not signal discretionary selling. Following the transaction, he directly holds 5,419.3138 common shares. The event appears routine and administrative rather than thesis-changing for investors.

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

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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^*

Hennessey Peter W

(Last) (First) (Middle)

974 CENTRE ROAD

BUILDING 735

(Street)

WILMINGTON DE 19805

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Qnity Electronics, Inc. [ Q ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		F		117.9467(1)	D	$110.975	5,419.3138	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

Explanation of Responses:

1. Taxes withheld on lapsed RSUs and associated dividend equivalent units

Remarks:

	/s/ Lauren Luptak by Power of Attorney	02/18/2026
	** 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 transaction did Qnity Electronics (Q) report for Peter W. Hennessey?

Qnity Electronics reported that General Counsel Peter W. Hennessey had 117.9467 common shares withheld. The shares, valued at $110.9750 each, were used to cover tax liabilities on lapsed restricted stock units and related dividend equivalents, not for open-market selling.

Was the Qnity Electronics (Q) Form 4 transaction an open-market sale?

No, the Form 4 for Qnity Electronics shows a tax-withholding disposition, not an open-market sale. Code "F" indicates 117.9467 shares were withheld to pay taxes on vesting restricted stock units and associated dividend equivalents, rather than voluntarily sold into the market.

How many Qnity Electronics (Q) shares were involved in Peter Hennessey’s tax-withholding event?

The filing shows 117.9467 Qnity Electronics common shares were withheld. These shares were valued at $110.9750 per share and applied to satisfy tax obligations on lapsed restricted stock units and related dividend equivalent units, according to the Form 4 footnote disclosure.

How many Qnity Electronics (Q) shares does Peter W. Hennessey own after the Form 4 transaction?

After the tax-withholding transaction, Peter W. Hennessey directly owns 5,419.3138 Qnity Electronics common shares. This figure reflects his holdings following the withholding of 117.9467 shares to cover tax liabilities associated with vesting restricted stock units and related dividend equivalent units.

What does transaction code "F" mean in the Qnity Electronics (Q) Form 4?

Transaction code "F" on the Qnity Electronics Form 4 indicates payment of an exercise price or tax liability with shares. In this case, it represents shares withheld to cover taxes on lapsed restricted stock units and associated dividend equivalent units, rather than a discretionary stock sale.

What role does Peter W. Hennessey hold at Qnity Electronics (Q) in this Form 4?

Peter W. Hennessey is identified as an officer of Qnity Electronics, serving as General Counsel. The reported Form 4 transaction reflects a routine tax-withholding event on his equity compensation, specifically tied to vesting restricted stock units and related dividend equivalent units.