UPS (NYSE: UPS) CFO exercises 499 units, with 249 shares withheld for taxes

Rhea-AI Filing Summary

United Parcel Service (UPS) Chief Financial Officer Brian M. Dykes reported equity compensation transactions. On February 13, 2026, he exercised 499 Restricted Performance Units, converting them into 499 shares of UPS Class A common stock at an exercise price of $0.0000 per share.

On the same date, 249 Class A shares were disposed of under code F at a price of $99.19 per share to satisfy tax withholding obligations. After these transactions, he directly owned 14,222.1856 UPS Class A shares, including 529.9027 shares in his 401(k) account.

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^*

Dykes Brian M

(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 Financial Officer

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		499	A	$0.0000	14,471.1856(1)	D
Class A Common Stock	02/13/2026		F		249	D	$99.19	14,222.1856(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			499	(3)	(3)	Class A Common Stock	499	$0.0000	0.0000	D

Explanation of Responses:

1. Includes 529.9027 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) CFO Brian M. Dykes report?

Brian M. Dykes reported exercising 499 Restricted Performance Units into 499 UPS Class A shares at $0.0000 per share. He also had 249 shares withheld at $99.19 per share to cover tax obligations, as disclosed in the Form 4.

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

After the reported transactions, the UPS Chief Financial Officer directly owns 14,222.1856 shares of UPS Class A common stock. This total includes 529.9027 shares held in the reporting person’s 401(k) account, according to the footnotes in the filing.

What do the 499 Restricted Performance Units mean in the UPS (UPS) filing?

The 499 Restricted Performance Units were equity awards, each equivalent to one UPS Class A share. They vested following completion of a performance period and certification of results on February 4, 2026, then were exercised into 499 common shares at a $0.0000 exercise price.

Why were 249 UPS (UPS) shares disposed of in the CFO’s Form 4?

The 249 UPS Class A shares were disposed of under transaction code F at $99.19 per share. This code indicates the shares were used to satisfy tax withholding obligations arising from the equity award exercise, rather than an open-market sale.

What is the role of performance certification in the UPS (UPS) RPUs?

The Restricted Performance Units vested upon completion of a performance period and were considered earned only after financial results were certified. Certification was performed by the Compensation and Human Capital Committee of the Board on February 4, 2026, triggering the vesting described.