UPS (NYSE: UPS) grants multimillion RSUs as it reshapes global leadership
Rhea-AI Filing Summary
United Parcel Service, Inc. (UPS) announced major executive changes and a new global operating model effective September 1, 2026. Kate Gutmann, Executive Vice President and President, International, Healthcare and Supply Chain Solutions, will retire from her current role on that date and is expected to retire from all positions after serving in a transitional advisory role through March 31, 2027. She will be succeeded by Wilfredo Ramos as Executive Vice President and Chief International, Healthcare and Supply Chain Solutions Officer.
UPS is evolving from an international company into a global enterprise through a new operating model intended to standardize critical operational processes while preserving local market flexibility. As part of this shift, Nando Cesarone becomes Executive Vice President and Chief Global Operations Officer, and Matt Guffey becomes Executive Vice President and Chief U.S. Domestic Officer. To support leadership stability, UPS is entering into retention agreements granting restricted stock unit awards valued at $6.0 million to Cesarone and $3.0 million to Bala Subramanian, vesting between 2027 and 2029, subject to continued employment and specified treatment upon disability or death.
Positive
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Filing Explained
The two retention agreements are prospective: September 1 sets the RSU counts, while one executive role remains unfilled.
The August 31 8-K records the announced leadership and operating-model changes scheduled for September 1, but the new executive structure is not fully staffed: the Chief Global Commercial Strategy Officer position remains vacant while a search is underway.
The filing places the operating-model change after the company’s stated completion of its Amazon volume glide-down and network reconfiguration initiatives in June 2026.
For Nando Cesarone and Bala Subramanian, the retention agreements specify prospective RSU awards valued at
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Retention RSU award for Nando Cesarone: $6.0 million
Retention RSU award for Bala Subramanian: $3.0 million
RSU vesting schedule first tranche: 25 percent on September 1, 2027
+5 more
8 metrics
Retention RSU award for Nando Cesarone
$6.0 million
Value of restricted stock unit award under retention agreement
Retention RSU award for Bala Subramanian
$3.0 million
Value of restricted stock unit award under retention agreement
RSU vesting schedule first tranche
25 percent on September 1, 2027
First vesting date for executive retention RSU awards
RSU vesting schedule second tranche
25 percent on September 1, 2028
Second vesting date for executive retention RSU awards
RSU vesting schedule final tranche
50 percent on September 1, 2029
Final vesting date for executive retention RSU awards
Revenue
$88.7 billion
UPS 2025 revenue
Employees
460,000
Approximate number of UPS employees
Transitional role end date
March 31, 2027
Expected end of Kate Gutmann’s transitional advisory role
Key Terms
restricted stock unit, Regulation FD Disclosure, global operating model, integrated logistics solutions, +1 more
5 terms
restricted stock unit financial
"will receive a restricted stock unit (“RSU”) award valued at $6.0 million"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure On August 31, 2026"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
global operating model other
"UPS will evolve from an international company into a truly global enterprise through a new operating model"
integrated logistics solutions financial
"provides a broad range of integrated logistics solutions for customers"
Senior Notes financial
"1.500% Senior Notes due 2032 | UPS32 | New York Stock Exchange"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
FAQ
What executive leadership changes did UPS (UPS) announce effective September 1, 2026?
Effective September 1, 2026, Kate Gutmann retires from her current role and will be succeeded by Wilfredo Ramos as Executive Vice President and Chief International, Healthcare and Supply Chain Solutions Officer. Nando Cesarone becomes Chief Global Operations Officer and Matt Guffey becomes Chief U.S. Domestic Officer.
When is Kate Gutmann expected to fully retire from UPS (UPS)?
Kate Gutmann will leave her current role on September 1, 2026 and has agreed to remain in a transitional role through March 31, 2027, at which time she is expected to retire from all positions with UPS.
What retention awards is UPS (UPS) granting to Nando Cesarone and Bala Subramanian?
UPS will grant $6.0 million in restricted stock units to Nando Cesarone and $3.0 million to Bala Subramanian. The number of RSUs will be based on the closing price of UPS Class B common stock on the September 1, 2026 grant date.
What are the vesting terms for the UPS (UPS) executive retention RSU awards?
Both executives’ RSU awards vest 25% on September 1, 2027, 25% on September 1, 2028, and 50% on September 1, 2029, subject to continued employment. Unvested RSUs are forfeited upon termination, except they continue vesting on disability and fully vest on death.
What strategic shift in operating model did UPS (UPS) describe?
UPS plans to move from an international company to a global enterprise through a new operating model that standardizes critical processes across geographies while maintaining local flexibility. The goal is to improve consistency, agility, scale, and support integrated logistics solutions.
How large was UPS (UPS) in terms of revenue and workforce in 2025?
UPS reported 2025 revenue of $88.7 billion and approximately 460,000 employees. It serves customers in more than 200 countries and territories with a broad range of integrated logistics solutions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (404 ) 828-6000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company. ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 31, 2026, United Parcel Service, Inc. (the “Company”) announced that Kate Gutmann, Executive Vice President and President, International, Healthcare and Supply Chain Solutions, will retire from her current positions, effective September 1, 2026. Ms. Gutmann has agreed to remain with the Company in a transitional role through March 31, 2027, at which time she is expected to retire from all positions with the Company.
In connection with her retirement, the Company has appointed Wilfredo Ramos to serve as Executive Vice President and Chief International, Healthcare and Supply Chain Solutions Officer. Mr. Ramos has over twenty years’ experience with the Company, most recently serving as President Asia Pacific Region, Global Brokerage, Customer Solutions and Global Revenue Operations.
In connection with certain related changes in executive leadership operational responsibilities, the Company is entering into retention agreements with each of Nando Cesarone, who has been serving as Executive Vice President and President U.S., and who will now serve as Executive Vice President and Chief Global Operations Officer, and Bala Subramanian, Executive Vice President and Chief Digital and Technology Officer. Under their respective agreements, Mr. Cesarone will receive a restricted stock unit (“RSU”) award valued at $6.0 million, and Mr. Subramanian will receive a RSU award valued at $3.0 million. In each case, the number of RSUs granted will be calculated by dividing the award amount by the closing price of UPS Class B common stock on the September 1, 2026 grant date. The awards will vest as follows: 25 percent on September 1, 2027, 25 percent on September 1, 2028, and 50 percent on September 1, 2029, subject to continued employment through each applicable vesting date. Except as described below, unvested RSUs will be forfeited as of the date employment with the Company terminates. If employment terminates due to disability, unvested RSUs will continue to vest. If employment terminates due to death, unvested RSUs will immediately become fully vested.
The foregoing descriptions of the retention agreements are qualified in their entirety by reference to the full text of the applicable agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On August 31, 2026, the Company issued a press release describing the changes in executive leadership operational responsibilities discussed above and related matters. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||||||||
| Number | Description | |||||||
| 10.1 | Form of Retention Agreement between the Company and Nando Cesarone, to be dated September 1, 2026. | |||||||
| 10.2 | Form of Retention Agreement between the Company and Bala Subramanian, to be dated September 1, 2026. | |||||||
| 99.1 | Press release dated August 31, 2026. | |||||||
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
The information contained in Item 7.01, and Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by reference in any such filing.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNITED PARCEL SERVICE, INC. | |||||||||||||||||||||||
| Date: | August 31, 2026 | By: | /s/ NORMAN M. BROTHERS, JR. | ||||||||||||||||||||
| Name: Norman M. Brothers, Jr. | |||||||||||||||||||||||
| Title: Executive Vice President and Chief Legal and Compliance Officer | |||||||||||||||||||||||
Exhibit 99.1
UPS Announces Executive Leadership Changes
and New Global Operating Model Effective September 1, 2026
ATLANTA, August 31, 2026 – UPS (NYSE: UPS) today announced that Kate Gutmann, Executive Vice President and President, International, Healthcare and Supply Chain Solutions, will retire for personal family reasons.
During her nearly 37-year career with UPS, Gutmann has exemplified customer-focused leadership and operational excellence. Over the last six years, she has played a central role in advancing UPS's strategic differentiation, positioning the company as the global leader in complex healthcare logistics. She also successfully guided the international business through the most significant changes in U.S. trade policy in nearly a century while delivering industry-leading operating margins across the three business units under her leadership.
"Kate represents the very best of UPS," said Carol Tomé, Chief Executive Officer of UPS. "Throughout her career, she has championed our customers, strengthened our global capabilities, and delivered exceptional results. I am incredibly grateful for her leadership, wisdom, and partnership. While September 1 will be her final day in her current role, I am pleased that Kate will continue to serve as a strategic advisor through March 2027."
“Reflecting on my journey at UPS which began with an internship and expanded to assignments around the globe, I’m deeply grateful. I want to thank my family for their support, and the executive team and our amazing employees for their unmatched drive and commitment. I’m proud of what we’ve built together and the impact we make every day helping our valued customers succeed in the global market,” said Kate Gutmann.
Gutmann will be succeeded by UPS veteran Wilfredo Ramos, who will assume her role as Executive Vice President and Chief International, Healthcare and Supply Chain Solutions Officer.
Ramos currently leads UPS's Asia Pacific and Brokerage businesses. During his more than 20 years with the company, he has held leadership positions of increasing responsibility across multiple regions and business units, helping drive growth, operational excellence, and customer-focused innovation.
Evolving into a Global Operating Model
Following the successful completion of its Amazon volume glide-down and network reconfiguration initiatives in June 2026, UPS has shifted its focus to accelerating profitable growth. To support this next chapter, UPS will evolve from an international company into a truly global enterprise through a new operating model designed to better leverage the power of its worldwide network.
The new model will enable UPS to serve customers with greater consistency, agility, and scale. It also supports the company's continued evolution from a small package carrier to a provider of integrated logistics solutions.
Under this approach, UPS will standardize critical operational processes across geographies while maintaining the flexibility necessary to meet the unique needs of local markets.
To lead this model, Nando Cesarone has been appointed Executive Vice President and Chief Global Operations Officer. In this role, Cesarone will oversee the company's global air network and gateways, surface transportation, building and engineering operations, Intelligent Network of the Future initiatives, automotive operations, and sustainability functions.
Matt Guffey has been appointed Executive Vice President and Chief U.S. Domestic Officer, with responsibility for UPS's U.S. businesses, including Small Package, Roadie, Happy Returns, The UPS Stores, and Mail Innovations.
In addition, UPS is creating a new role of Executive Vice President and Chief Global Commercial Strategy Officer, responsible for global strategy, marketing and communications, product management, and pricing. A search is underway to identify the executive who will fill this position.
"At UPS, we intend to leverage the full power of our global network," said Tomé. "By combining global standardization with local market responsiveness, we will create greater efficiency, enhance customer experience, and strengthen our ability to grow around the world."
Executive Leadership Team
Effective September 1, 2026, the following executives will report directly to the Chief Executive Officer:
•Norm Brothers, EVP and Chief Legal and Compliance Officer
•Nando Cesarone, EVP and Chief Global Operations Officer
•Brian Dykes, EVP and Chief Financial Officer
•Darrell Ford, EVP and Chief Human Resources Officer
•Matt Guffey, EVP and Chief U.S. Domestic Officer
•Wilfredo Ramos, EVP and Chief International, Healthcare and Supply Chain Solutions Officer
•Bala Subramanian, EVP and Chief Digital and Technology Officer
•TBD, EVP and Chief Global Commercial Strategy Officer
About UPS
UPS (NYSE: UPS) is one of the world’s largest companies, with 2025 revenue of $88.7 billion, and provides a broad range of integrated logistics solutions for customers in more than 200 countries and territories. Focused on its purpose statement, “Moving our world forward by delivering what matters,” the company’s approximately 460,000 employees embrace a strategy that is simply stated and powerfully executed: Customer First. People Led. Innovation Driven. UPS is committed to reducing its impact on the environment and supporting the communities we serve around the world. More information can be found at www.ups.com, about.ups.com and www.investors.ups.com.