Insider trading policies (Item 408(b)): disclosure examples
Verbatim excerpt (319 words), formatting simplified. View full filing on EDGAR →We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of securities of Alphabet by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. Our insider trading policy states, among other things, that our directors, officers, and employees are prohibited from trading in such securities while in possession of material, nonpublic information. The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Policy Against Insider Trading filed as Exhibit 19.1 to our 2024 Annual Report on Form 10-K and incorporated by reference herein.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be included under the captions "Director Compensation," "Executive Compensation" and "Directors, Executive Officers, and Corporate Governance—Corporate Governance and Board Matters—Compensation Committee Interlocks and Insider Participation" in the 2026 Proxy Statement and is incorporated herein by reference, except as to information disclosed therein pursuant to Item 402(v) of Regulation S-K relating to pay versus performance.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item will be included under the captions "Common Stock Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" in the 2026 Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item will be included under the captions "Certain Relationships and Related Transactions" and "Directors, Executive Officers, and Corporate Governance—Corporate Governance and Board Matters—Director Independence" in the 2026 Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item will be included under the caption "Independent Registered Public Accounting Firm" in the 2026 Proxy Statement and is incorporated herein by reference.
91.
Verbatim excerpt (383 words), formatting simplified. View full filing on EDGAR →The information contained under the caption “Insider trading policies and procedures” in our proxy statement for the 2026 annual meeting of stockholders is incorporated herein by reference to such proxy statement.
ITEM 11. Executive compensation
The information contained under the captions “Director compensation” and “Executive compensation” in our proxy statement for the 2026 annual meeting of stockholders is incorporated herein by reference to such proxy statement, provided that the Compensation Committee report shall not be deemed filed with this Form 10-K.
The information contained under the caption “Compensation committee interlocks and insider participation” in our proxy statement for the 2026 annual meeting of stockholders is incorporated herein by reference to such proxy statement.
ITEM 12. Security ownership of certain beneficial owners and management and related stockholder matters
Equity compensation plan information
Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in the first column) Equity compensation plans approved by security holders 31,040,591 (a) 151.34 (b) 59,899,276 (c) Equity compensation plans not approved by security holders — — — Total 31,040,591 (d) 151.34 59,899,276 (a) Includes shares of TI common stock to be issued under the Texas Instruments 2003 Director Compensation Plan, the Texas Instruments 2009 Director Compensation Plan, the TI Employees 2014 Stock Purchase Plan (the “2014 ESPP”), the Texas Instruments 2018 Director Compensation Plan (the “2018 Director Plan”), and the Texas Instruments 2024 Long-Term Incentive Plan (the “2024 LTIP”) and its predecessor stockholder-approved plans.
(b) Restricted stock units and stock units credited to directors’ deferred compensation accounts are settled in shares of TI common stock on a one-for-one basis. Accordingly, such units have been excluded for purposes of computing the weighted average exercise price.
(c) Shares of TI common stock available for future issuance under the 2024 LTIP, the 2014 ESPP and the 2018 Director Plan. 28,100,269 shares remain available for future issuance under the 2024 LTIP and 1,707,387 shares remain available for future issuance under the 2018 Director Plan. Under the 2024 LTIP and the 2018 Director Plan, awards may be granted in the form of restricted stock units, options or other stock-based awards such as restricted stock.
Verbatim excerpt (169 words), formatting simplified. View full filing on EDGAR →The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, employees, and the Company itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of the NYSE applicable to us. These policies and procedures are reflected in (i) the section of our Code of Conduct related to insider trading and other trading restrictions, which is applicable to all employees and directors; (ii) our Insider Trading Activity Policy, which is applicable to directors, officers, and certain other employees; and (iii) our Company Securities Issuance and Repurchase Policy, which is applicable to transactions by the Company. Each of these documents is filed under Exhibit 19 to this Annual Report on Form 10-K.
ADDITIONAL INFORMATION
Additional information with respect to our directors, executive officers, and corporate governance in response to this Item 10 will be in the 2026 Proxy Statement and is incorporated into this item by reference.
Verbatim excerpt (333 words), formatting simplified. View full filing on EDGAR →The Company has insider trading policies and procedures (the "Insider Trading Policy") that govern the purchase, sale and other dispositions of its securities by directors, officers, employees and contractors, as well as by the Company itself. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.
A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 11: Executive Compensation
The information required by this Item will be disclosed in our Form 10-K/A, which will be filed no later than 120 days after December 31, 2025. This information will also be disclosed in the management information circular that we prepare in accordance with Canadian corporate and securities law requirements.
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item will be disclosed in our Form 10-K/A, which will be filed no later than 120 days after December 31, 2025. This information will also be disclosed in the management information circular that we prepare in accordance with Canadian corporate and securities law requirements.
Item 13: Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will be disclosed in our Form 10-K/A, which will be filed no later than 120 days after December 31, 2025. This information will also be disclosed in the management information circular that we prepare in accordance with Canadian corporate and securities law requirements.
Item 14: Principal Accountant Fees and Services
The information required by this Item will be disclosed in our Form 10-K/A, which will be filed no later than 120 days after December 31, 2025. This information will also be disclosed in the management information circular that we prepare in accordance with Canadian corporate and securities law requirements.
Part IV
Item 15: Exhibit and Financial Statement Schedules
(a) The following documents are filed as part of this report:
Verbatim excerpt (386 words), formatting simplified. View full filing on EDGAR →Insider Trading Policies and Procedures. Progressive has adopted insider trading policies and procedures, which are included as Exhibit 19 to this Form 10-K and discussion of which is incorporated by reference from the “Other Matters - Insider Trading Policies and Procedures” section of our Proxy Statement.
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ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the sections of our Proxy Statement entitled “Compensation Discussion and Analysis,” “Executive Compensation,” “Director Compensation,” “Other Board of Directors Information - Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report,” and “Compensation Programs and Risk Management.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following information is set forth with respect to our equity compensation plans at December 31, 2025.
EQUITY COMPENSATION PLAN INFORMATION Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans 1 Equity compensation plans approved by security holders Employee Plans : 2024 Equity Incentive Plan 448,787 2 NA 9,596,411 3 2015 Equity Incentive Plan 1,647,530 2 NA 464,499 3 Director Plans : Amended and Restated 2017 Directors Equity Incentive Plan 11,134 NA 365,749 4 Equity compensation plans not approved by security holders None Total 2,107,451 NA 10,426,659 1 Excludes shares included in the Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights column.
2 Reflects restricted stock unit awards, including reinvested dividend equivalents, under which, upon vesting, the holder has the right to receive common shares on a one-to-one basis.
Reflects the target value of 267,787 and 94,243 units of outstanding performance-based restricted stock unit awards, including dividend equivalents, under our 2015 and 2024 Equity Incentive Plans, respectively. The maximum potential payout for these awards was 663,216 and 234,145 units under the 2015 and 2024 Equity Incentive Plans, respectively. For a description of the performance-based awards, including the performance measurement and vesting ranges, see Note 9 – Employee Benefit Plans in our Annual Report.
3 Gives effect to reservation of common shares subject to performance-based awards at maximum potential payout.
4 Reflects our Amended and Restated 2017 Directors Equity Incentive Plan that was approved by shareholders in 2022 and increased the originally authorized shares by 150,000.
Verbatim excerpt (183 words), formatting simplified. View full filing on EDGAR →The Company has an ESPP under which 23.1 million shares have been authorized for issuance. The ESPP allows eligible employees to purchase shares of the Company’s common stock through payroll deductions. The deductions occur over three-month purchase periods and the shares are then purchased at 85 % of the market price at the end of each purchase period. Employees are allowed to terminate their participation in the ESPP at any time during the purchase period prior to the purchase of the shares, subject to the Company’s insider trading policies and procedures. The 15 % discount provided to employees on these shares is included in share-based compensation expense. The shares related to funds outstanding at the end of a quarter are included in the calculation of diluted weighted-average shares outstanding. These amounts have not been significant for all years presented. The Company recognizes costs for employer matching contributions as ESPP expense over the relevant purchase period. Shares issued under the ESPP were not material in fiscal 2026, fiscal 2025, and fiscal 2024. At March 31, 2026, 3.1 million shares remain available for issuance.
Verbatim excerpt (360 words), formatting simplified. View full filing on EDGAR →We have adopted insider trading policies and procedures governing the purchase, sale and other dispositions of the Company’s securities by our directors, officers and employees, and by the Company itself. We believe that these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. Our insider trading policies and procedures are filed as Exhibit 19.1 to this Form 10-K.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The position of Chief Executive Officer is held for the year for which the Board of Directors was elected and until the appointment and qualification of a successor or until earlier death, resignation, disqualification or removal. All other executive officers serve at the pleasure of the appointing authority. No executive officer has a family relationship to any other executive officer or director.
Name Age Positions and offices Rajashree Datta 48 Ms. Datta has served as Senior Executive Vice President, Chief Risk Officer of BNY since April 2025, and served as Deputy Chief Risk Officer from December 2024 to April 2025. Previously, from 2000 to December 2024, Ms. Datta worked at The Goldman Sachs Group, Inc., most recently as a Partner and Global Head of Finance Risk. Shannon Hobbs 55 Ms. Hobbs has served as Senior Executive Vice President and Chief People Officer of BNY since June 2024. Ms. Hobbs served as Chief People Officer at GEICO from March 2022 to May 2024; as Chief Human Resources Officer at American Century Investments from October 2020 to March 2022; and as Head of Talent at JPMorgan Chase from September 2009 to October 2020. Jayee Koffey 45 Ms. Koffey has served as Senior Executive Vice President, Chief Global Affairs Officer of BNY since January 2026. She served as Chief Enablement and Global Affairs Officer from April 2025 to January 2026, as Global Head of Enterprise Execution and Chief Corporate Affairs Officer from February 2023 to April 2025, and as Head of the Executive Office and Company Chief of Staff from August 2022 to February 2023. Previously, from 2011 to July 2022, Ms. Koffey worked at The Goldman Sachs Group, Inc., most recently as Chief Enterprise Risk Officer. BNY 11
Verbatim excerpt (354 words), formatting simplified. View full filing on EDGAR →The trading plans described above were entered into during an open insider trading window and were in compliance with our insider trading policies and procedures. Actual sale transactions will be disclosed publicly in filings with the SEC in accordance with applicable securities laws, rules, and regulations.
Appointment of Director
On November 10, 2025, our board of directors appointed Kenneth Washington as a director of the Company, and the number of directors constituting the full board was increased from 12 to 13. Mr. Washington’s appointment to the board is effective November 17, 2025. Mr. Washington was appointed to serve on the management, development, and compensation committee of the board and will receive compensation for services as a non-employee director consistent with the compensation generally provided to our other non-employee directors. There are no arrangements or understandings between the new director and any other person pursuant to which he was selected as a director, and there are no transactions involving the Company and the new director that we would be required to report pursuant to Item 404(a) of Regulation S-K.
Mr. Washington will enter into standard indemnification agreements with us and TE Connectivity Corporation, our wholly-owned subsidiary. Our form of deed of indemnification and form of indemnification agreement with TE Connectivity Corporation were filed as Exhibit 10.2 and Exhibit 10.3, respectively, to our Form 8-K filed with the SEC on September 30, 2024.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information concerning directors, executive officers, and corporate governance may be found under the captions “Agenda Item No. 1—Election of Directors,” “Nominees for Election,” “Corporate Governance,” “The Board of Directors and Board Committees,” and “Executive Officers” in our definitive proxy statement for our 2026 Annual General Meeting of Shareholders (the “2026 Proxy Statement”), which will be filed with the SEC within 120 days after the close of our fiscal year. Such information is incorporated herein by reference. The information in the 2026 Proxy Statement under the caption “Delinquent Section 16(a) Reports” is incorporated herein by reference.
Code of Ethics
Verbatim excerpt (400 words), formatting simplified. View full filing on EDGAR →The Company maintains insider trading policies and procedures governing the purchase and sale of the Company’s securities by directors, officers and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations and Nasdaq listing standards. The Company’s insider trading policies and procedures are included as Exhibit 19 of this Form 10-K.
ITEM 11. EXECUTI VE COMPENSATION.
The following information is included in the proxy statement for the annual stockholders meeting of April 28, 2026 and is incorporated herein by reference:
Compensation of Directors is included under the caption “COMPENSATION OF DIRECTORS.”
Compensation of Executive Officers and Related Matters is included under the caption “COMPENSATION OF EXECUTIVE OFFICERS.”
Compensation Committee Report is under the caption “COMPENSATION COMMITTEE REPORT.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWN ERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Stock ownership information is included under the captions “STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS” and “STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS” in the proxy statement for the annual stockholders meeting of April 28, 2026 and is incorporated herein by reference.
Information regarding equity compensation plans required by Regulation S‑K Item 201(d) is provided in Item 5 of this Form 10‑K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
No transactions with management and others as defined by Item 404 of Regulation S‑K occurred in 2025.
Information concerning director independence is included under the caption “BOARD GOVERNANCE” in the proxy statement for the annual stockholders meeting of April 28, 2026 and is incorporated herein by reference.
ITEM 14. PRINCIPAL A CCOUNTANT FEES AND SERVICES.
Our independent registered public accounting firm is Ernst & Young LLP, Seattle, Washington (Auditor Firm ID No. 42 ).
Principal accounting fees and services information is included under the caption “INDEPENDENT AUDITORS” in the proxy statement for the annual stockholders meeting of April 28, 2026 and is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS, FINANC IAL STATEMENT SCHEDULES.
(a) (1) Listing of financial statements
The following consolidated financial statements of PACCAR Inc are included in Item 8:
Consolidated Statements of Income
— Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Comprehensive Income
— Years Ended December 31, 2025, 2024 and 2023
Consolidated Balance Sheets
— December 31, 2025 and 2024
Consolidated Statements of Cash Flows
— Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Stockholders’ Equity
Verbatim excerpt (387 words), formatting simplified. View full filing on EDGAR →We have adopted insider trading policies and procedures that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. Our Insider Trading Policy states that our directors, officers, and employees are prohibited from trading in securities of AutoZone and other companies while in possession of material, nonpublic information and also that our employees are prohibited from disclosing material, nonpublic information of AutoZone or another publicly traded company to others who may trade on the basis of that information. Additionally, our policy also describes the Company’s procedures relating to quarterly and non-routine quiet periods during which time directors, officers and designated employees are prohibited from entering into certain transactions involving AutoZone securities. In addition, directors and officers of the Company are required, in all circumstances, to obtain prior approval of transactions involving AutoZone securities. The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy filed as an exhibit to this Annual Report on Form 10-K.
Item 11. Executive Compensation
The information contained in AutoZone, Inc.’s Proxy Statement relating to our 2025 Annual Meeting of Shareholders, in the section entitled “Compensation Discussion & Analysis,” is incorporated herein by reference in response to this item.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information contained in AutoZone, Inc.’s Proxy Statement relating to our 2025 Annual Meeting of Shareholders, in the sections entitled “Share Ownership of Directors and Executive Officers,” “Share Ownership of Certain Beneficial Owners” and “Equity Compensation Plans” is incorporated herein by reference in response to this item.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information contained in AutoZone, Inc.’s Proxy Statement relating to our 2025 Annual Meeting of Shareholders, in the sections entitled “Related Party Transactions” and “Governance Framework – Director Independence” is incorporated herein by reference in response to this item.
Item 14. Principal Accounting Fees and Services
The information contained in AutoZone, Inc.’s Proxy Statement relating to our 2025 Annual Meeting of Shareholders, in the section entitled “Proposal 2 – Ratification of Independent Registered Public Accounting Firm,” is incorporated herein by reference in response to this item.
PART IV
Item 15. Exhibits and Financial Statement Schedules
Verbatim excerpt (358 words), formatting simplified. View full filing on EDGAR →We maintain insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as NYSE listing standards. In addition, it is our policy to comply with applicable securities and state laws, including insider trading laws, when engaging in transactions in our securities. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Except for the information relating to our insider trading policies and procedures set forth in the preceding paragraph and our Executive Officers set forth in Part I of this Annual Report on Form 10-K, we incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, 2025.
Information regarding our Code of Ethics and Business Conduct and Corporate Governance Policies is incorporated herein by reference from our Proxy Statement, which will be filed no later than 120 days after December 31, 2025. Any amendments to, or waivers from, a provision of our Code of Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the Code of Ethics enumerated in paragraph (b) of Item 406 of Regulation S-K shall be disclosed by posting such information on our website at www.msci.com. Information contained on our website is not deemed part of or incorporated by reference into this Annual Report on Form 10-K or any other report filed with the SEC.
Item 11. Executive Compensation
We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
We incorporate by reference the additional information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, 2025.
Equity Compensation Plans
Verbatim excerpt (376 words), formatting simplified. View full filing on EDGAR →Our Board of Directors has adopted insider trading policies and procedures governing the purchase, sale, or any other disposition of the Company’s securities and material non-public information that are designed to promote compliance with insider trading laws, rules, regulations, and applicable NASDAQ standards. Our insider trading policies and procedures apply to the Company and its directors, officers, employees, contractors, agents, service providers, and their immediate family members and continue to apply so long as they remain in possession of material non-public information. A copy of our insider trading policies and procedures is filed with this Annual Report on Form 10-K as Exhibit 19.1.
Item 11. Executive Compensation
Information with respect to executive compensation is incorporated herein by reference to the information under the caption "Executive Compensation" in our proxy statement for our 2026 annual meeting of stockholders.
Information with respect to director compensation is incorporated herein by reference to the information under the caption "The Board of Directors – Director Compensation" in our proxy statement for our 2026 annual meeting of stockholders.
Information with respect to compensation committee interlocks and insider participation in compensation decisions is incorporated herein by reference to the information under the caption "The Board of Directors – Compensation Committee Interlocks and Insider Participation" in our proxy statement for our 2026 annual meeting of stockholders.
Our Board compensation committee report on executive compensation is incorporated herein by reference to the information under the caption "Executive Compensation – Compensation Committee Report on Executive Compensation" in our proxy statement for our 2026 annual meeting of stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information with respect to securities authorized for issuance under our equity compensation plans is incorporated herein by reference to the information under the caption "Executive Compensation – Equity Compensation Plan Information" in our proxy statement for our 2026 annual meeting of stockholders.
Information with respect to security ownership of certain beneficial owners, members of our Board of Directors and management is incorporated herein by reference to the information under the caption "Security Ownership of Principal Stockholders, Directors and Executive Officers" in our proxy statement for our 2026 annual meeting of stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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