[Form 4] Wesco International Inc. Insider Trading Activity

Rhea-AI Filing Summary

Wesco International insider activity: Diane Lazzaris, EVP and General Counsel, reported multiple open-market sales and one acquisition tied to stock appreciation rights (SARs) in late August 2025. The filing shows staged sales on August 26-28, 2025 totaling 10,700 shares sold at weighted-average prices in the $225.40–$227.85 range, and an acquisition on August 27, 2025 of 9,927 shares resulting from SARs exercisable into common stock at an exercise price of $54.64. Following these transactions, Lazzaris beneficially owned 52,915.5723 shares, down from a reported high of 62,842.5723 after the SAR exercise. The filing is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Exercise of Stock Appreciation Rights resulted in acquisition of 9,927 shares, converting compensation into equity at a $54.64 exercise price

Negative

• Open-market sales totaling 10,700 shares on August 26-28, 2025 reduced beneficial ownership from ~62,842.57 to ~52,915.57 shares
• Substantial sales at high price levels (weighted-average sale prices in the $225.40–$227.85 range) decreased insider stake, which may be perceived as liquidity-taking

Insights

Securities Analyst

TL;DR: Insider exercised SARs and sold a portion of shares; net holdings declined materially, typical of compensation-driven liquidity.

The pattern shows a 9,927-share acquisition via SARs exercisable at $54.64 and multiple contemporaneous market sales totaling 10,700 shares at weighted-average prices roughly $225–$228. This suggests exercise-to-sale liquidity management rather than a single large disposition. Net beneficial ownership fell to ~52,916 shares from ~62,843 after the exercise. For investors, these are disclosure-level insider trades; they do not indicate corporate fundamentals but update insider ownership levels.

Corporate Governance Expert

TL;DR: Transactions align with compensation exercise and routine sales; no governance red flags disclosed in the form.

The Form 4 records standard reporting of SAR exercise and subsequent open-market sales by an executive officer. Transaction codes include M (conversion/exercise) and S/D (sales/dispositions). All transactions are reported within required timeframes and the form is signed by an attorney-in-fact. There is no indication of related-party issues or omissions in this filing.

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
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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^*

Lazzaris Diane

(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 and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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
Common Stock	08/26/2025		S		2,077	D	$225.89(1)	53,998.5723	D
Common Stock	08/26/2025		S		1,005	D	$226.92(2)	52,993.5723	D
Common Stock	08/26/2025		S		78	D	$227.83(3)	52,915.5723	D
Common Stock	08/27/2025		M		9,927	A	$54.64	62,842.5723	D
Common Stock	08/27/2025		D		2,388	D	$227.19	60,454.5723	D
Common Stock	08/27/2025		F		3,279	D	$227.19	57,175.5723	D
Common Stock	08/28/2025		S		2,308	D	$226.39(4)	54,867.5723	D
Common Stock	08/28/2025		S		1,952	D	$227.23(5)	52,915.5723	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
Stock Appreciation Rights	$54.64	08/27/2025		M			9,927	(6)	02/13/2029	Common Stock	9,927	$0	0	D

Explanation of Responses:

1. Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $225.40 - $226.26. Upon request by the SEC, the Issuer or a stockholder of the Issuer, complete information regarding the number of shares sold at each price within the range will be provided.

2. Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $226.46 - $227.40. Upon request by the SEC, the Issuer or a stockholder of the Issuer, complete information regarding the number of shares sold at each price within the range will be provided.

3. Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $227.81 - $227.85. Upon request by the SEC, the Issuer or a stockholder of the Issuer, complete information regarding the number of shares sold at each price within the range will be provided.

4. Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $225.86 - $226.83. Upon request by the SEC, the Issuer or a stockholder of the Issuer, complete information regarding the number of shares sold at each price within the range will be provided.

5. Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $226.88 - 227.71. Upon request by the SEC, the Issuer or a stockholder of the Issuer, complete information regarding the number of shares sold at each price within the range will be provided.

6. The Stock Appreciation Rights became exercisable in three (3) equal, annual installments beginning on the first anniversary of the February 13, 2019 grant date.

	/s/ Michele Nelson, as Attorney-in-Fact	08/28/2025
	** 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 transactions did WCC insider Diane Lazzaris report on Form 4?

Lazzaris reported the exercise of 9,927 stock appreciation rights on August 27, 2025 and multiple open-market sales totaling 10,700 common shares between August 26-28, 2025.

How many shares does Diane Lazzaris beneficially own after the reported transactions?

52,915.5723 shares beneficially owned following the reported transactions.

At what prices were the shares sold in the reported transactions?

Weighted-average sale prices ranged across the transactions with reported ranges approximately $225.40–$227.85 and discrete weighted averages shown as $225.89, $226.92, $227.83, $226.39, and $227.23.

What was the exercise price for the SARs converted to shares?

The SARs had a conversion/exercise price of $54.64 and became exercisable in three equal annual installments beginning February 13, 2020, per the form.

Who signed the Form 4 filing for the reporting person?

The form was signed by Michele Nelson as attorney-in-fact on August 28, 2025.