WESCO (WCC) EVP Dirk Waugh Naylor has shares withheld for RSU taxes

Rhea-AI Filing Summary

WESCO International executive Dirk Waugh Naylor reported a tax-related share disposition. On February 16, he had 62.3212 shares of common stock withheld at $307.10 per share to cover taxes on vesting RSUs granted on February 16, 2023. After this automatic tax-withholding disposition, he directly holds 11,448.668 shares of WESCO common stock.

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

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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^*

Naylor Dirk Waugh

(Last) (First) (Middle)

225 WEST STATION SQUARE DRIVE

SUITE 700

(Street)

PITTSBURGH PA 15219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WESCO INTERNATIONAL INC [ WCC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & GM, Comm & Sec Solutions

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

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
Common Stock	02/16/2026		F		62.3212(1)	D	$307.1	11,448.668	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. Represents tax withholding on the vesting of RSUs that were granted February 16, 2023.

	/s/ Michele Nelson, as Attorney-in-Fact	02/18/2026
	** 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.

FAQ

What insider transaction did WESCO (WCC) executive Dirk Waugh Naylor report?

Dirk Waugh Naylor reported a tax-withholding disposition of WESCO shares. On February 16, 62.3212 common shares were withheld at $307.10 per share to satisfy taxes on restricted stock units that vested from a February 16, 2023 grant.

Was the WESCO (WCC) Form 4 transaction an open-market sale or a tax withholding?

The Form 4 transaction was a tax withholding, not an open-market sale. Shares were automatically withheld to cover tax obligations on vesting RSUs granted February 16, 2023, using 62.3212 shares of common stock at $307.10 per share.

How many WESCO (WCC) shares does Dirk Waugh Naylor hold after this Form 4 transaction?

After the tax-withholding disposition, Dirk Waugh Naylor directly holds 11,448.668 WESCO common shares. This balance reflects his holdings following the withholding of 62.3212 shares to satisfy tax liabilities tied to vesting restricted stock units from a 2023 grant.

What does transaction code F mean in the WESCO (WCC) Form 4 filing?

Transaction code F indicates payment of a tax liability or exercise price by delivering or withholding securities. In this WESCO filing, 62.3212 shares were withheld at $307.10 per share to cover taxes when restricted stock units vested for Dirk Waugh Naylor.

Which WESCO (WCC) executive is involved in the latest Form 4 tax-withholding disposition?

The transaction involves Dirk Waugh Naylor, WESCO’s Executive Vice President and General Manager, Comm & Sec Solutions. His Form 4 shows 62.3212 shares withheld for taxes on vesting RSUs, leaving him with 11,448.668 directly owned common shares after the event.