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WESCO (WCC) EVP receives RSU and option grants with tax share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WESCO International executive Dirk Waugh Naylor, EVP & GM, Comm & Sec Solutions, reported equity awards and a related tax withholding transaction. On March 2, 2026, he acquired 3,827 stock options with an exercise price of $0.00, which become exercisable in three equal annual installments beginning on the first anniversary of the grant date.

On the same date, he also received a grant of 1,606 restricted stock units (RSUs), each representing a contingent right to one share of common stock, vesting in three equal installments starting on the first anniversary of grant. Following this RSU grant, his directly held common stock position was 12,893.9815 shares. On March 1, 2026, 160.6863 shares of common stock were disposed of at $289.50 per share to cover tax withholding on vesting RSUs granted on March 1, 2024 and March 1, 2025, leaving 11,287.9815 shares directly owned.

Positive

  • None.

Negative

  • None.
Insider Naylor Dirk Waugh
Role EVP & GM, Comm & Sec Solutions
Type Security Shares Price Value
Grant/Award Stock Options (Right to Buy) 3,827 $0.00 --
Grant/Award Common Stock 1,606 $0.00 --
Tax Withholding Common Stock 160.686 $289.50 $47K
Holdings After Transaction: Stock Options (Right to Buy) — 3,827 shares (Direct); Common Stock — 12,893.982 shares (Direct)
Footnotes (1)
  1. Represents tax withholding on the vesting of restricted stock units ("RSU") that were granted on 03/01/2024 and 03/01/2025. Represents a grant of RSUs. Each RSU represents a contingent right to acquire one share of Issuer's common stock. The RSUs vest in three equal installments beginning on the first anniversary of the date of grant. The stock options become exercisable in three equal annual installments beginning on the first anniversary of the date of grant.
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*
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)
03/01/2026
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 03/01/2026 F 160.6863(1) D $289.5 11,287.9815 D
Common Stock 03/02/2026 A 1,606(2) A $0 12,893.9815 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 Options (Right to Buy) $295.84 03/02/2026 A 3,827 (3) 03/02/2036 Common Stock 3,827 $0 3,827 D
Explanation of Responses:
1. Represents tax withholding on the vesting of restricted stock units ("RSU") that were granted on 03/01/2024 and 03/01/2025.
2. Represents a grant of RSUs. Each RSU represents a contingent right to acquire one share of Issuer's common stock. The RSUs vest in three equal installments beginning on the first anniversary of the date of grant.
3. The stock options become exercisable in three equal annual installments beginning on the first anniversary of the date of grant.
/s/ Michele Nelson, as Attorney-in-Fact 03/03/2026
** 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 transactions did WESCO (WCC) EVP Dirk Waugh Naylor report?

Dirk Waugh Naylor reported receiving stock option and RSU grants and a tax-withholding share disposition. He was granted 3,827 stock options and 1,606 RSUs, and 160.6863 shares were withheld at $289.50 to satisfy RSU-related tax obligations.

How many stock options did WESCO (WCC) grant to Dirk Waugh Naylor?

He received 3,827 stock options on March 2, 2026 at an exercise price of $0.00. These options vest in three equal annual installments beginning on the first anniversary of the grant date, providing staged future exercisability over three years.

What RSU grant did WESCO (WCC) executive Dirk Waugh Naylor receive?

He received 1,606 restricted stock units on March 2, 2026. Each RSU represents a contingent right to one share of common stock and vests in three equal installments starting on the first anniversary of the grant date, extending over three years.

Why were 160.6863 WESCO (WCC) shares disposed of at $289.50?

The 160.6863 shares were withheld at $289.50 per share to cover tax obligations on vesting RSUs. Those RSUs were originally granted on March 1, 2024 and March 1, 2025, and the disposition represents payment of tax via delivered shares.

How many WESCO (WCC) shares does Dirk Waugh Naylor hold after these transactions?

After the March 2, 2026 RSU grant, he directly held 12,893.9815 common shares. Following the March 1, 2026 tax-withholding share disposition related to RSU vesting, his directly owned common stock position was 11,287.9815 shares.

How do the WESCO (WCC) RSUs granted to Dirk Waugh Naylor vest?

The 1,606 RSUs vest in three equal installments beginning on the first anniversary of the March 2, 2026 grant date. Each vested RSU converts into one share of WESCO common stock as the installments vest over the three-year schedule.