UPS CFO exercises RSUs, withholds shares for tax

UNITED PARCEL SERVICE INC Chief Financial Officer Brian M. Dykes reported routine equity compensation activity involving Class A common stock and restricted stock units.

Rhea-AI Filing Summary

UNITED PARCEL SERVICE INC Chief Financial Officer Brian M. Dykes reported routine equity compensation activity involving Class A common stock and restricted stock units. He exercised 3,137.5006 restricted stock units into UPS Class A common stock for no cash consideration, and 1,398 shares were disposed of to cover tax obligations through a tax-withholding disposition. Following these transactions, he directly holds 15,970.0367 shares of Class A common stock, which includes 538.2532 shares in his 401(k) account. He also holds 9,413 restricted stock units, which vest 25% in May 2026, 25% in May 2027, and 50% in May 2028, with units credited upon payment of dividends on the underlying Class A common stock.

Insider Trade Summary

3,137.5006 shares exercised/converted

Exercise 3 txns

Insider Dykes Brian M

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,137.5006	$0.00	$0.00
Exercise	Class A Common Stock	3,137.5006	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	1,398	$100.78	$141K

Holdings After Transaction: Restricted Stock Units — 9,413 contracts (Direct); Class A Common Stock — 15,970.0367 shares (Direct)

Footnotes (4)

1. F1. Includes 538.2532 shares in the reporting person's 401(k) account.
2. F2. Restricted stock units convert into shares of UPS Class A common stock on a one for one basis for no cash consideration.
3. 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.
4. F4. Includes units credited upon the payment of dividends on the underlying Class A common stock.

Key Figures

RSUs exercised: 3,137.5006 units Shares withheld for taxes: 1,398 shares Shares held after transaction: 15,970.0367 shares +3 more

6 metrics

RSUs exercised 3,137.5006 units Restricted stock units converted into Class A common stock for no cash consideration

Shares withheld for taxes 1,398 shares Class A common stock disposed of in tax-withholding disposition

Shares held after transaction 15,970.0367 shares Direct holdings of UPS Class A common stock following the transactions

Shares in 401(k) 538.2532 shares Portion of direct holdings in the reporting person’s 401(k) account

RSUs outstanding 9,413 units Restricted stock units remaining after current vesting and conversion

RSU conversion ratio 1:1 to shares Each restricted stock unit converts into one Class A common share for no cash

Key Terms

Restricted stock units, tax-withholding disposition, 401(k) account, derivative exercise/conversion

4 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

"transaction_action": "tax-withholding disposition""

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.

401(k) account financial

"Includes 538.2532 shares in the reporting person's 401(k) account."

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

FAQ

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

What insider transactions did UPS (UPS) CFO Brian Dykes report?

UPS CFO Brian Dykes reported exercising 3,137.5006 restricted stock units into Class A common stock, with 1,398 shares disposed of to cover tax obligations. These transactions reflect routine equity compensation activity rather than open-market buying or selling of UPS shares.

How many UPS (UPS) shares does the CFO hold after this Form 4?

After the reported transactions, Brian Dykes directly holds 15,970.0367 UPS Class A common shares. This total includes 538.2532 shares held in his 401(k) account, highlighting that the reported tax-withholding disposition affected only a portion of his overall equity position.

How many UPS (UPS) restricted stock units does the CFO still own?

Following the May 2026 transactions, Brian Dykes holds 9,413 restricted stock units tied to UPS Class A common stock. These units convert into shares on a one-for-one basis for no cash consideration, providing additional future equity exposure as they vest over the coming years.

What was the purpose of the 1,398 UPS (UPS) shares disposed by the CFO?

The 1,398 UPS Class A shares were disposed of to satisfy tax obligations associated with the restricted stock unit exercise. This tax-withholding disposition is a non-open-market transaction and does not represent a discretionary sale of shares into the market by the CFO.

How do Brian Dykes’ UPS (UPS) restricted stock units vest over time?

The restricted stock units vest in three tranches: 25% in May 2026, 25% in May 2027, and 50% in May 2028. Current vesting represents the first tranche of this three-year cycle, with additional units credited when dividends are paid on underlying UPS 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 Learn about SEC filing dates

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^*

Dykes Brian M

(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 Financial Officer

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/15/2026		M		3,137.5006	A	$0.0000	17,368.0367(1)	D
Class A Common Stock	05/15/2026		F		1,398	D	$100.78	15,970.0367(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 Stock Units	(2)	05/15/2026		M			3,137.5006	(3)	(3)	Class A Common Stock	3,137.5006	$0.0000	9,413(4)	D

Explanation of Responses:

1. Includes 538.2532 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)