[Form 4] United Parcel Service, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Perella Weinberg Partners (Nasdaq: PWP) filed an automatic shelf registration statement (Form S-3 ASR) that permits the company and/or unnamed selling stockholders to issue and resell an indeterminate amount of Class A common stock at future dates. Because PWP qualifies as a well-known seasoned issuer, the shelf becomes effective immediately under Rule 462(e) and allows flexible takedowns via Rule 415.

• Shares may be distributed through underwriters, dealers, agents or direct sales; exact size, price and timing will appear in later prospectus supplements.
• Company proceeds, if any, are earmarked for “general corporate purposes,” including working capital and potential share repurchases; PWP receives no proceeds from secondary sales by stockholders.
• Capital structure (30 Jun 2025): 62.6 m Class A shares outstanding versus authorization for up to 1.5 bn; preferred stock authorization totals 100 m shares.
• The shelf enhances liquidity options but could dilute existing holders if primary shares are issued.

The document contains standard risk factors, anti-takeover provisions (classified board, super-majority removal, forum selection) and indemnification language. No new financial results or guidance are disclosed.

Positive

• Enhanced capital flexibility: ASR enables quick access to equity markets, supporting liquidity during revenue volatility or for strategic uses.
• No immediate issuance: Dilution is contingent on future takedowns, allowing management to time offerings based on market conditions.

Negative

• Potential shareholder dilution: Indeterminate share count could materially increase float and pressure EPS when executed.
• Concentrated voting control: Dual-class structure (10-vote Class B-1) and classified board reduce minority influence, a governance red flag for some investors.

Insights

Equity Research Analyst

TL;DR: Shelf adds capital flexibility; dilution risk offsets benefit—net neutral.

The ASR positions PWP to tap equity markets swiftly should advisory-fee volatility stress cash flows or strategic initiatives demand funding. Given the unspecified amount, magnitude of dilution is unknown; however, the firm already has 1.44 bn authorized but unissued Class A shares, so incremental issuance could be material. Use-of-proceeds language is generic, offering limited insight into near-term capital needs. Because proceeds may also fund share buybacks, management retains optionality to mitigate dilution or support the stock. Overall market impact depends on future takedown size and timing, making today’s filing more procedural than catalytic.

Portfolio Manager – Financial Services

TL;DR: Shelf underscores governance protections yet signals potential supply; mildly negative for existing holders.

From a portfolio standpoint, an unlimited shelf increases headline share-supply risk, particularly in a mid-cap advisory firm with lumpy earnings. Anti-takeover provisions (10-vote Class B-1 shares, classified board) consolidate insider control, limiting activist influence despite possible dilution. While access to equity can support strategic hiring or acquisitions, investors must discount for prospective share overhang. Absent concrete issuance plans, I view the filing as incrementally dilutive but not immediately price-moving.

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^*

TOME CAROL B

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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
Class B Common Stock	08/01/2025		P		11,682	A	$85.6716(1)	24,718	D
Class A Common Stock								167,228.8033(2)	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. The price shown is the weighted average price at which shares were acquired in multiple purchase transactions made pursuant to a single market order. The range of prices for the transactions was $85.58 to $85.7099.Upon request by SEC staff, the issuer or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.

2. Includes 174.1272 shares in the reporting person's 401(k) account.

	Michael Hanson, Power of Attorney	08/01/2025
	** 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 is Perella Weinberg Partners (PWP) registering on Form S-3?

PWP is registering an unspecified amount of Class A common stock that it and/or selling stockholders can issue or resell over time.

Will PWP receive cash from all sales under the shelf?

Only primary issuances by the company generate proceeds; PWP receives no funds when selling stockholders resell shares.

How will PWP use any proceeds from future offerings?

Management lists "general corporate purposes," which may include working capital and share repurchases.

How many Class A shares are currently outstanding?

62,606,861 shares were outstanding as of 30 June 2025.

Does the shelf become effective immediately?

Yes. As a well-known seasoned issuer, PWP’s registration is automatically effective under Rule 462(e).

Could current shareholders be diluted?

Yes. Issuing new primary shares would increase the share count and could dilute existing holdings.