UPS legal chief exercises RSUs, covers tax with shares

Q: What does the UPS (UPS) Form 4 say about dividend-related units?

The filing states that the restricted stock unit total includes units credited upon payment of dividends on the underlying Class A common stock. This means dividend equivalents increase the number of units over time as dividends are paid.

UNITED PARCEL SERVICE INC Chief Legal & Compliance Officer Norman M. Brothers Jr reported a compensation-related share transaction.

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Form Type

Rhea-AI Filing Summary

UNITED PARCEL SERVICE INC Chief Legal & Compliance Officer Norman M. Brothers Jr reported a compensation-related share transaction. He exercised 2,504.8041 restricted stock units, converting them into the same number of Class A common shares for no cash consideration. To cover tax obligations, 1,116 Class A shares were withheld in a tax-withholding disposition. Following these transactions, he directly holds 25,105.5731 Class A common shares and 7,514 restricted stock units, including amounts in his 401(k) account and shares acquired through the Discounted Employee Stock Purchase Plan. The restricted stock units vest 25% in May 2026, 25% in May 2027, and 50% in May 2028.

Insider Trade Summary

2,504.8041 shares exercised/converted

Exercise 3 txns

Insider Brothers Norman M. Jr

Role Chief Legal & Compliance Off

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,504.8041	$0.00	$0.00
Exercise	Class A Common Stock	2,504.8041	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	1,116	$100.78	$112K

Holdings After Transaction: Restricted Stock Units — 7,514 contracts (Direct); Class A Common Stock — 25,105.5731 shares (Direct)

Footnotes (4)

F1. Includes 634.2752 shares in the reporting person's 401(k) account and 112.9408 shares acquired pursuant to the Discounted Employee Stock Purchase Plan subsequent to the prior report.
F2. Restricted stock units convert into shares of UPS Class A common stock on a one for one basis for no cash consideration.
F3. Restricted stock units vest 25% in May 2026, 25% in May 2027 and 50% in May 2028. Current vesting represents the first tranche of the 3 year vesting cycle.
F4. Includes units credited upon the payment of dividends on the underlying Class A common stock.

Key Figures

RSUs exercised: 2,504.8041 shares Shares withheld for taxes: 1,116 shares Shares after transaction: 25,105.5731 shares +4 more

7 metrics

RSUs exercised 2,504.8041 shares Restricted stock units converted to Class A common stock

Shares withheld for taxes 1,116 shares Tax-withholding disposition related to RSU conversion

Shares after transaction 25,105.5731 shares Direct Class A common stock holdings following transactions

RSUs remaining 7,514 units Restricted stock units outstanding after current vesting tranche

Implied tax value per share $100.78 per share Price used for 1,116-share tax-withholding disposition

401(k) holdings 634.2752 shares Class A shares in the reporting person’s 401(k) account

ESPP shares 112.9408 shares Class A shares from Discounted Employee Stock Purchase Plan

Key Terms

Restricted Stock Units, tax-withholding disposition, Discounted Employee Stock Purchase Plan, 401(k) account, +2 more

6 terms

Restricted Stock Units financial

"Restricted stock units convert into shares of UPS Class A common stock on a one for one basis for no cash consideration."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Discounted Employee Stock Purchase Plan financial

"Includes 634.2752 shares in the reporting person's 401(k) account and 112.9408 shares acquired pursuant to the Discounted Employee Stock Purchase Plan subsequent to the prior report."

401(k) account financial

"Includes 634.2752 shares in the reporting person's 401(k) account and 112.9408 shares acquired pursuant to the Discounted Employee Stock Purchase Plan."

Class A Common Stock financial

"Restricted stock units convert into shares of UPS Class A common stock on a one for one basis for no cash consideration."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

vesting financial

"Restricted stock units vest 25% in May 2026, 25% in May 2027 and 50% in May 2028."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did UPS (UPS) executive Norman M. Brothers Jr report?

Norman M. Brothers Jr reported exercising 2,504.8041 restricted stock units into Class A common shares. As part of the same event, 1,116 shares were withheld to satisfy tax obligations, making this a routine compensation-related transaction rather than an open-market trade.

How many UPS (UPS) shares does Norman M. Brothers Jr hold after this Form 4?

After the reported transactions, Norman M. Brothers Jr directly holds 25,105.5731 UPS Class A common shares. This figure includes shares in his 401(k) account and stock acquired through the Discounted Employee Stock Purchase Plan, offering context for the overall size of his position.

How many UPS (UPS) restricted stock units does the executive retain after exercising some awards?

Following the conversion, he retains 7,514 restricted stock units. These units represent additional potential future Class A common shares, subject to vesting conditions and timing that can influence when they ultimately become freely owned stock.

Was the UPS (UPS) insider transaction a market sale or tax-withholding event?

The disposition was a tax-withholding event involving 1,116 UPS Class A shares. Shares were delivered to cover tax liabilities arising from the restricted stock unit conversion, rather than being sold in the open market to third-party investors.

What is the vesting schedule for the UPS (UPS) restricted stock units in this filing?

The restricted stock units vest 25% in May 2026, another 25% in May 2027, and the remaining 50% in May 2028. The current transaction represents the first tranche of this three-year vesting cycle converting into Class A common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 04:11 PM EDT

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^*

Brothers Norman M. Jr

(Last)

(First)

(Middle)

55 GLENLAKE PARKWAY, NE

(Street)

ATLANTA

GEORGIA

30328

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
UNITED PARCEL SERVICE INC [ UPS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal & Compliance Off

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
Class A Common Stock	05/15/2026		M		2,504.8041	A	$0.0000	26,221.5731⁽¹⁾	D
Class A Common Stock	05/15/2026		F		1,116	D	$100.78	25,105.5731⁽¹⁾	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)
Restricted Stock Units	⁽²⁾	05/15/2026		M			2,504.8041	⁽³⁾	⁽³⁾	Class A Common Stock	2,504.8041	$0.0000	7,514⁽⁴⁾	D

Explanation of Responses:

1. Includes 634.2752 shares in the reporting person's 401(k) account and 112.9408 shares acquired pursuant to the Discounted Employee Stock Purchase Plan subsequent to the prior report.

2. Restricted stock units convert into shares of UPS Class A common stock on a one for one basis for no cash consideration.

3. Restricted stock units vest 25% in May 2026, 25% in May 2027 and 50% in May 2028. Current vesting represents the first tranche of the 3 year vesting cycle.

4. Includes units credited upon the payment of dividends on the underlying Class A common stock.

	Michael Hanson, Power of Attorney	05/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR