UPS (NYSE: UPS) president exercises RSUs and uses shares to pay taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

UNITED PARCEL SERVICE INC President, US Operations Nando Cesarone reported routine equity compensation activity. He exercised 3,551.5808 restricted stock units into shares of Class A Common Stock for no cash consideration and had 1,582 shares withheld to cover tax obligations at $100.78 per share.

After these transactions, he directly owns 45,089.0195 shares of Class A Common Stock and 1 share of Class B Common Stock. Footnotes state the restricted stock units convert into Class A shares on a one-for-one basis and vest 25% in May 2026, 25% in May 2027, and 50% in May 2028, with this event representing the first vesting tranche.

Insider Trade Summary

3,551.581 shares exercised/converted

Mixed 4 txns

Insider Cesarone Nando

Role President, US Operations

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,551.581	$0.00	--
Exercise	Class A Common Stock	3,551.581	$0.00	--
Tax Withholding	Class A Common Stock	1,582	$100.78	$159K
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 10,655 shares (Direct, null); Class A Common Stock — 45,089.02 shares (Direct, null); Class B Common Stock — 1 shares (Direct, null)

Footnotes (1)

Includes 341.4457 shares in the reporting person's 401(k) account. 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 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. Includes units credited upon the payment of dividends on the underlying Class A common stock.

Key Figures

RSUs exercised: 3,551.5808 shares Tax-withholding shares: 1,582 shares Tax-withholding price: $100.78 per share +4 more

7 metrics

RSUs exercised 3,551.5808 shares Restricted stock units converted into Class A Common Stock

Tax-withholding shares 1,582 shares Shares delivered to cover tax liability

Tax-withholding price $100.78 per share Value applied to tax-withheld Class A shares

Post-transaction Class A holdings 45,089.0195 shares Direct Class A Common Stock after transactions

Post-transaction Class B holdings 1 share Direct Class B Common Stock after transactions

Remaining RSUs 10,655 units Restricted stock units after the reported conversion

401(k) UPS shares 341.4457 shares Shares held in 401(k) account

Key Terms

Restricted stock units, tax-withholding disposition, Class A Common Stock, Class B Common Stock, +1 more

5 terms

Restricted stock units financial

"Restricted stock units convert into shares of UPS Class A common stock on a one for one basis"

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.

Class A Common Stock financial

"Restricted stock units convert into shares of UPS Class A common stock on a one for one basis"

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.

Class B Common Stock financial

"security_title: "Class B Common Stock""

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

401(k) account financial

"Includes 341.4457 shares in the reporting person's 401(k) account."

Form 4 Insider Transactions: What Each Field Means →

05/15/2026 - 04:11 PM

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^*

Cesarone Nando

(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)
	President, US Operations

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		3,551.5808	A	$0.0000	45,089.0195⁽¹⁾	D
Class A Common Stock	05/15/2026		F		1,582	D	$100.78	43,507.0195⁽¹⁾	D
Class B Common Stock								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			3,551.5808	⁽³⁾	⁽³⁾	Class A Common Stock	3,551.5808	$0.0000	10,655⁽⁴⁾	D

Explanation of Responses:

1. Includes 341.4457 shares in the reporting person's 401(k) account.

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

FAQ

What insider activity did UPS (UPS) disclose for Nando Cesarone?

UPS disclosed that executive Nando Cesarone exercised 3,551.5808 restricted stock units into Class A Common Stock. As part of this routine equity compensation event, 1,582 shares were withheld to cover tax obligations, with the remainder increasing his direct share ownership in UPS.

How many UPS (UPS) shares does Nando Cesarone own after this Form 4?

Following the reported transactions, Nando Cesarone directly owns 45,089.0195 shares of UPS Class A Common Stock and 1 share of Class B Common Stock. This reflects his position after exercising restricted stock units and having shares withheld for tax liabilities.

Was the UPS (UPS) insider transaction an open-market buy or sell?

The UPS insider activity was not an open-market trade. It involved the exercise of restricted stock units into Class A shares and a tax-withholding disposition of 1,582 shares, meaning shares were withheld to pay taxes rather than sold in the market.

What price was used for the UPS (UPS) tax-withholding shares?

For the tax-withholding component, 1,582 UPS Class A shares were valued at $100.78 per share. These shares were delivered to satisfy tax obligations tied to the equity award, consistent with the Form 4 description of a tax-liability payment.

How do the UPS (UPS) restricted stock units held by Cesarone vest over time?

Cesarone’s restricted stock units vest over three years: 25% in May 2026, another 25% in May 2027, and the remaining 50% in May 2028. The filing notes the current event represents the first tranche under this three-year vesting schedule.

What is the conversion ratio for UPS (UPS) restricted stock units reported in this filing?

The filing states that the restricted stock units convert into UPS Class A Common Stock on a one-for-one basis for no cash consideration. This means each vested unit delivers one Class A share when it converts, according to the footnote description.