TRU Form 4: EVP & CFO Withholds Shares to Cover RSU Tax Liability

Rhea-AI Filing Summary

TransUnion insider sale to satisfy tax withholding tied to vested RSUs. Executive Todd M. Cello, EVP & CFO, reported disposition of 1,938 shares of TransUnion common stock on 08/25/2025 at a reported price of $89.46 per share. After the transaction, Mr. Cello beneficially owned 97,094 shares.

The filing states the sale reflects shares withheld by the company to pay taxes arising from the vesting of restricted stock units originally granted on February 25, 2022. The Form 4 was submitted via power of attorney on 08/26/2025.

Positive

• Transaction clearly disclosed with explanation that shares were withheld to satisfy tax liabilities from RSU vesting.
• Executive retains meaningful ownership after the withholding, with 97,094 shares beneficially owned, demonstrating continued alignment with shareholders.

Negative

• Disposition of 1,938 shares at $89.46 reduced the reporting person's share count, though described as tax withholding.
• No additional context on whether further planned sales or hedging arrangements exist beyond this withholding action.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding disposition after RSU vesting; not a standalone signal of change in company control or strategy.

The transaction is recorded as a F code and the explanation clarifies shares were withheld to satisfy tax obligations from RSU vesting granted in 2022. This is a common administrative action for executives and typically reflects no active market-directed sale by the insider. Ownership after the withholding remains 97,094 shares, indicating continued substantial alignment with shareholder interests.

Securities Analyst

TL;DR: Small, non-discretionary share disposition to cover taxes; immaterial to valuation or control.

The reported disposal of 1,938 shares at $89.46 is explicitly linked to tax withholding on vested RSUs. Because the filing shows the disposition was for tax purposes rather than an open-market sale, its market impact is likely negligible. No other derivative or transaction types were reported, and the filing contains no indication of broader insider liquidity events.

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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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^*

Cello Todd M

(Last) (First) (Middle)

C/O TRANSUNION

555 WEST ADAMS STREET

(Street)

CHICAGO IL 60661

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TransUnion [ TRU ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		F(1)		1,938	D	$89.46	97,094	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. Reflects shares of Common Stock withheld by the Company in payment of tax liability incident to the vesting of restricted stock units granted on February 25, 2022.

Remarks:

	/s/ Rachel Mantz, by power of attorney	08/26/2025
	** 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

What did TransUnion insider Todd M. Cello report on Form 4 (TRU)?

The Form 4 reports disposition of 1,938 shares on 08/25/2025 at a reported price of $89.46, leaving beneficial ownership of 97,094 shares.

Why were the 1,938 TransUnion shares disposed of?

The filing states the shares were withheld by the company to pay tax liability arising from the vesting of restricted stock units granted on February 25, 2022.

Does the Form 4 indicate an open-market sale by the insider?

No. The transaction is reported as withholding to satisfy taxes on vested RSUs, not described as an active open-market sale.

How many TransUnion shares does the reporting person own after the transaction?

After the reported withholding, the reporting person beneficially owns 97,094 shares.

When was the Form 4 signed and filed?

The signature by power of attorney is dated 08/26/2025, reflecting the reporting of the 08/25/2025 transaction.