WESCO (WCC) EVP reports RSU tax withholding and dividend-equivalent share grant

Rhea-AI Filing Summary

WESCO International executive Dirk Waugh Naylor reported routine equity compensation activity. On June 30, 2026, 284.4067 shares of common stock were surrendered at $345.43 per share to cover tax withholding on the vesting of restricted stock units originally granted on June 30, 2025. The same day, he acquired 11.6154 common shares as dividend equivalent rights tied to his restricted stock units, with no cash paid. After these transactions, he directly held 8,967.2333 WESCO common shares, so the tax withholding represents a small portion of his overall position.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Naylor Dirk Waugh

Role EVP & GM, Comm & Sec Solutions

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11.615	$0.00	--
Tax Withholding	Common Stock	284.407	$345.43	$98K

Holdings After Transaction: Common Stock — 8,967.233 shares (Direct, null)

Footnotes (1)

1. Represents dividend equivalent rights ("DERs") in connection with the Issuer's quarterly dividend and accrued to the Reporting Person on restricted stock units ("RSUs") held by the Reporting Person. Each DER is the economic equivalent of one share of Issuer's common stock and vests on the same schedule as the underlying award. Represents tax withholding on the vesting of restricted stock units ("RSUs") that were granted on 06/30/2025.

Key Figures

Tax-withholding shares: 284.4067 shares Tax-withholding price: $345.43 per share Dividend equivalent shares granted: 11.6154 shares +2 more

5 metrics

Tax-withholding shares 284.4067 shares Common stock withheld for RSU tax obligations on June 30, 2026

Tax-withholding price $345.43 per share Value used for RSU-related tax withholding shares

Dividend equivalent shares granted 11.6154 shares DERs credited on RSUs, no cash paid

Shares held after transactions 8,967.2333 shares Direct WESCO common stock holdings post June 30, 2026

RSU grant date referenced June 30, 2025 Original grant date of RSUs that vested and triggered tax withholding

Key Terms

dividend equivalent rights, DERs, restricted stock units, tax withholding disposition, +1 more

5 terms

dividend equivalent rights financial

"Represents dividend equivalent rights ("DERs") in connection with the Issuer's quarterly dividend"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

DERs financial

"Each DER is the economic equivalent of one share of Issuer's common stock"

restricted stock units financial

"accrued to the Reporting Person on restricted stock units ("RSUs") held by the Reporting Person"

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

"Represents tax withholding on the vesting of restricted stock units ("RSUs")"

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:19 PM Accepted by SEC EDGAR 07/02/2026 - 04:18 PM Learn about SEC filing dates

FAQ

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

Dirk Waugh Naylor reported a tax-withholding disposition of 284.4067 WESCO common shares and an acquisition of 11.6154 shares as dividend equivalent rights. Both events are tied to restricted stock units vesting and are routine compensation-related transactions rather than open-market trades.

Was the WESCO (WCC) Form 4 a stock sale by the executive?

No, the Form 4 shows 284.4067 shares withheld to satisfy tax obligations on vesting restricted stock units. This tax-withholding disposition is not an open-market sale and does not reflect an active trading decision in WESCO shares by the executive.

What are the 11.6154 WESCO (WCC) shares acquired by Dirk Waugh Naylor?

The 11.6154 shares represent dividend equivalent rights credited on the executive’s restricted stock units. Each right is economically equal to one share of WESCO common stock and vests on the same schedule as the underlying restricted stock unit award.

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

Following the June 30, 2026 transactions, Dirk Waugh Naylor directly holds 8,967.2333 shares of WESCO common stock. This figure reflects his position after the tax-withholding disposition and the grant of additional dividend equivalent right shares reported on the Form 4.

What is the price used for WESCO (WCC) tax-withholding shares on the Form 4?

The tax-withholding disposition used a price of $345.43 per WESCO common share. That value determined how many shares, 284.4067 in total, were surrendered to cover tax liabilities arising from the vesting of the executive’s restricted stock units.

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 PENNSYLVANIA 15219

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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
Common Stock	06/30/2026		A		11.6154(1)	A	$0	8,967.2333	D
Common Stock	06/30/2026		F		284.4067(2)	D	$345.43	8,682.8266	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 dividend equivalent rights ("DERs") in connection with the Issuer's quarterly dividend and accrued to the Reporting Person on restricted stock units ("RSUs") held by the Reporting Person. Each DER is the economic equivalent of one share of Issuer's common stock and vests on the same schedule as the underlying award.

2. Represents tax withholding on the vesting of restricted stock units ("RSUs") that were granted on 06/30/2025.

	/s/ Michele Nelson, as Attorney-in-Fact	07/02/2026
	** 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)