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Garmin (NYSE: GRMN) CEO details RSU award, vesting and 10b5-1 stock sales

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Garmin Ltd. reported insider equity activity by President and CEO Clifton A. Pemble, who is also a director. On December 15, 2025, 18,748 shares from previously granted restricted stock unit awards vested and were released, with 8,317 shares withheld to cover the resulting tax liability. That same day, he received a new grant of 14,964 restricted stock units that vest in three equal annual installments beginning December 15, 2026. On December 16, 2025, Pemble sold 6,498 shares at a weighted average price of $205.9947 and 3,933 shares at a weighted average price of $206.6129, under a Rule 10b5-1 trading plan adopted on February 28, 2025. After these transactions, he beneficially owns 135,180 registered shares directly, which include 70,583 unvested shares from restricted stock unit awards, plus 255 shares held indirectly through a child.

Positive

  • None.

Negative

  • None.
Insider PEMBLE CLIFTON A
Role President and CEO
Sold 10,431 shs ($2.15M)
Type Security Shares Price Value
Sale Registered Shares 6,498 $205.9947 $1.34M
Sale Registered Shares 3,933 $206.6129 $813K
Tax Withholding Registered Shares 8,317 $207.23 $1.72M
Grant/Award Registered Shares 14,964 $0.00 --
holding Registered Shares -- -- --
Holdings After Transaction: Registered Shares — 139,113 shares (Direct); Registered Shares — 255 shares (Indirect, By Child)
Footnotes (1)
  1. On December 15, 2025, 18,748 shares that were acquired pursuant to previously granted restricted stock unit awards vested and were released to the reporting person. Of those shares, 8,317 shares were withheld to pay the resulting tax liability. Includes 55,619 unvested shares acquired pursuant to previously granted restricted stock unit awards. On December 15, 2025 the reporting person received a grant of 14,964 restricted stock units, which vest in three equal annual installments, beginning on December 15, 2026. Includes 70,583 unvested shares acquired pursuant to the December 15, 2025 restricted stock unit award and previously granted restricted stock unit awards. Pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2025. This transaction was executed in multiple trades at prices ranging from $205.34 to $206.335. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Garmin Ltd. or a security holder of Garmin Ltd. full information regarding the number of shares sold at each separate price within the range. This transaction was executed in multiple trades at prices ranging from $206.345 to $207.15. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Garmin Ltd. or a security holder of Garmin Ltd. full information regarding the number of shares sold at each separate price within the range.
Form 4 Insider Transactions: What Each Field Means →
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).
X
 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*
PEMBLE CLIFTON A
(Last) (First) (Middle)
1200 E. 151ST ST.
(Street)
OLATHE KS 66062
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GARMIN LTD [ GRMN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025
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
Registered Shares 12/15/2025 F 8,317(1) D $207.23 130,647(2) D
Registered Shares 12/15/2025 A 14,964(3) A $0 145,611(4) D
Registered Shares 12/16/2025 S(5) 6,498 D $205.9947(6) 139,113(4) D
Registered Shares 12/16/2025 S(5) 3,933 D $206.6129(7) 135,180(4) D
Registered Shares 255 I By Child
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. On December 15, 2025, 18,748 shares that were acquired pursuant to previously granted restricted stock unit awards vested and were released to the reporting person. Of those shares, 8,317 shares were withheld to pay the resulting tax liability.
2. Includes 55,619 unvested shares acquired pursuant to previously granted restricted stock unit awards.
3. On December 15, 2025 the reporting person received a grant of 14,964 restricted stock units, which vest in three equal annual installments, beginning on December 15, 2026.
4. Includes 70,583 unvested shares acquired pursuant to the December 15, 2025 restricted stock unit award and previously granted restricted stock unit awards.
5. Pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2025.
6. This transaction was executed in multiple trades at prices ranging from $205.34 to $206.335. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Garmin Ltd. or a security holder of Garmin Ltd. full information regarding the number of shares sold at each separate price within the range.
7. This transaction was executed in multiple trades at prices ranging from $206.345 to $207.15. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Garmin Ltd. or a security holder of Garmin Ltd. full information regarding the number of shares sold at each separate price within the range.
/s/ Paul E. Cassat, as attorney-in-fact for Clifton A. Pemble 12/17/2025
** 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.

Source: View Original Filing on SEC EDGAR