UPS (NYSE: UPS) legal chief exercises 1,250 units, 617 shares withheld

Rhea-AI Filing Summary

United Parcel Service (UPS) chief legal and compliance officer Norman M. Brothers Jr. converted 1,250 restricted performance units into the same number of Class A common shares at an exercise price of $0.0000 on February 13, 2026. To cover tax obligations related to this vesting, 617 Class A shares were automatically withheld at a price of $99.19 per share. After these transactions, he directly owned 23,593.988 Class A shares, which include 624.435 shares held in his 401(k) account. The filing notes that the restricted performance units vested after completion of the performance period and certification of financial results on February 4, 2026.

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

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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^*

Brothers Norman M. Jr

(Last) (First) (Middle)

55 GLENLAKE PARKWAY, NE

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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
Class A Common Stock	02/13/2026		M		1,250	A	$0.0000	24,210.988(1)	D
Class A Common Stock	02/13/2026		F		617	D	$99.19	23,593.988(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Performance Units	(2)	02/13/2026		M			1,250	(3)	(3)	Class A Common Stock	1,250	$0.0000	0.0000	D

Explanation of Responses:

1. Includes 624.4350 shares in the reporting person's 401(k) account.

2. One unit is equivalent to one share of UPS Class A common stock.

3. RPUs vested upon completion of the performance period, and were considered earned upon certification of financial results by the Compensation and Human Capital Committee of the Board, which occurred on February 4, 2026.

	Michael Hanson, Power of Attorney	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

UPS reported that Norman M. Brothers Jr. converted 1,250 restricted performance units into Class A common stock. The same day, 617 shares were withheld to satisfy tax obligations, leaving him with 23,593.988 directly owned shares after the transactions.

How many UPS Class A shares does Norman M. Brothers Jr. own after this Form 4?

After the reported transactions, Norman M. Brothers Jr. directly owns 23,593.988 UPS Class A shares. This figure includes 624.435 shares held in his 401(k) account, as disclosed in the footnotes to the filing for additional clarity on his beneficial ownership.

What is the nature of the 1,250-unit transaction reported for UPS (UPS)?

The 1,250-unit transaction reflects the exercise or conversion of restricted performance units into 1,250 UPS Class A shares at an exercise price of $0.0000. These units had vested after a performance period and subsequent certification of financial results on February 4, 2026.

Why were 617 UPS shares reported under transaction code F on this Form 4?

The 617 UPS Class A shares reported with code F were withheld to satisfy tax liabilities associated with the vesting and conversion of restricted performance units. This represents a tax-withholding disposition rather than an open-market sale by the insider.

What role does Norman M. Brothers Jr. hold at UPS (UPS)?

Norman M. Brothers Jr. serves as United Parcel Service’s Chief Legal and Compliance Officer. The Form 4 identifies him as an officer of the issuer, and the reported equity transactions relate to his compensation and equity-based awards from the company.

How are UPS restricted performance units described in this Form 4?

Each restricted performance unit is equivalent to one share of UPS Class A common stock. The filing explains that these RPUs vested after a performance period and were treated as earned once financial results were certified on February 4, 2026.