Power Integrations President and CEO Jennifer Lloyd Sells Shares to Cover Tax Withholding on Vested Equity Awards

Executive Equity Sale Details and Transaction Structure

Jennifer Lloyd, who serves as both President and Chief Executive Officer and as a director of Power Integrations, executed two separate sales of common stock on July 22, 2026. The first transaction involved the sale of 5,640 shares at $73.73 per share, reducing her direct beneficial ownership to 143,705 shares. The second transaction, also on the same date, consisted of the sale of 7,050 shares at the identical price of $73.73 per share, bringing her remaining direct beneficial ownership to 136,655 shares. Both transactions were coded as sales and occurred on the earliest transaction date listed in the filing.

The filing indicates that these sales represent a specific type of equity disposition commonly used by company executives and employees. According to the explanation of responses section, the shares sold were liquidated specifically to cover tax withholding obligations that arise when restricted stock units vest and settle into shares of common stock. This mechanism, often referred to as a "sell to cover" transaction, is a standard practice that allows executives to satisfy tax liabilities without requiring them to use other cash resources. The filing explicitly states that the sale "does not represent a discretionary transaction by the Reporting Person," emphasizing that this was a tax-driven sale rather than a voluntary divestment reflecting a change in the executive's investment outlook.

Beneficial Ownership Position Following the Share Sales

Following the completion of both transactions on July 22, 2026, Jennifer Lloyd's direct beneficial ownership in Power Integrations totaled 136,655 shares of common stock. This figure represents her holdings in direct form, as indicated by the "D" designation in the ownership form column of the disclosure. The combined reduction of 12,690 shares from the two sales reflects the net impact of both the vesting and settlement of RSUs and the subsequent liquidation to satisfy tax obligations. Lloyd continues to hold a material stake in the company, maintaining a direct connection to Power Integrations' equity value.

The filing provides no information regarding any indirect beneficial ownership interests that Lloyd may hold through trusts, family entities, or other indirect ownership structures. The disclosure focuses exclusively on direct beneficial ownership, and no derivative securities such as stock options, warrants, or convertible instruments are reported in the derivative securities table for Lloyd. This indicates that the Form 4 addresses only the direct common stock sales and does not involve any changes to option pools or other equity incentive arrangements during the reported transaction period.

Restricted Stock Unit Vesting and Tax Withholding Context

The sale of shares by Lloyd reflects a broader corporate practice wherein equity compensation awards in the form of restricted stock units vest over time and must be settled into actual shares. When RSUs vest, they are typically treated as a taxable event by the Internal Revenue Service, triggering tax withholding obligations at ordinary income tax rates on the fair market value of the vested shares. To streamline this process and avoid the need for executives to supply additional cash to cover tax liabilities, many companies permit "sell to cover" arrangements, where a portion of the vested shares is automatically or voluntarily sold, with the proceeds used to satisfy the withholding obligation.

In Lloyd's case, the filing confirms that her July 22, 2026 sales were executed within this framework, representing a tax-driven transaction rather than a discretionary market decision. The fact that both sales occurred on the same date at an identical price of $73.73 per share suggests coordination around the vesting event and settlement process. This structure is common among public company executives whose compensation packages include significant equity components, and it allows for transparent disclosure of such transactions while clarifying to investors that the sales are driven by tax mechanics rather than signaling a change in management's confidence in the company's prospects.

Price and Valuation at Time of Transaction

The sale price of $73.73 per share on July 22, 2026, represents the transaction price at which Jennifer Lloyd's shares were executed during the "sell to cover" equity settlement. This price point provides context for understanding the valuation of Power Integrations' common stock on that specific date. The consistency of the price across both of Lloyd's transactions—5,640 shares in the first sale and 7,050 shares in the second sale—indicates that both trades likely occurred within the same trading session or timeframe, reflecting similar market conditions and pricing dynamics.

The aggregate value of the shares sold by Lloyd totaled approximately $935,036, calculated by multiplying the combined share quantity of 12,690 by the per-share price of $73.73. This valuation demonstrates the significant dollar value associated with the vesting of RSU awards, underlining the material nature of equity compensation within Power Integrations' executive remuneration structure. Investors monitoring the company's insider trading activity may use such transaction prices as one data point in assessing the market's valuation of Power Integrations shares during the reporting period, though such filings are primarily designed to disclose ownership changes rather to serve as market-timing indicators.

Filing and Disclosure Timeline

The Form 4 was filed on July 27, 2026, five days after the earliest transaction date of July 22, 2026. The form was signed on behalf of Jennifer Lloyd by Eric Verity, identified as Attorney in Fact, on July 24, 2026. This timeline aligns with SEC regulations requiring officers, directors, and beneficial owners subject to Section 16 of the Securities Exchange Act to file disclosure forms within two business days after the date of the transaction, though the specific filing deadline and any potential extensions are not detailed in the document itself. The filing provides all required information regarding the transaction date, securities acquired or disposed of, consideration paid, and beneficial ownership following the reported transactions.

Power Integrations Inc is identified in the filing with its NASDAQ trading symbol POWI, confirming the company's listing status on the NASDAQ stock exchange. The issuer information is standard for all insider trading disclosures and ensures that the filing is properly indexed and linked to the correct public company. No amendments to a prior Form 4 are indicated, meaning this represents an initial disclosure of the July 22, 2026 transactions rather than a correction or revision to previously filed information.

Executive Positions and Officer Designations

Jennifer Lloyd holds two significant positions within Power Integrations' governance and management structure, both of which trigger Section 16 reporting obligations under securities law. She serves as President and Chief Executive Officer, making her one of the company's most senior executive officers responsible for day-to-day operations and strategic direction. Additionally, she is identified as a director of the company, placing her on the board of directors and involving her in governance and oversight responsibilities. These dual roles—combined with her substantial direct beneficial ownership of 136,655 shares following the July 22 transaction—establish her as a key insider whose trading activities warrant public disclosure.

The filing confirms that Lloyd is subject to Section 16 reporting requirements, as indicated by the checkbox marked "X" for Officer and Director on the form. This status ensures that her equity transactions are publicly disclosed and available to investors seeking to monitor insider trading patterns at the company. No indication appears in the filing that Lloyd has requested or received relief from Section 16 reporting requirements, meaning she remains obligated to file insider trading disclosures for future transactions in Power Integrations securities.

Transaction Coding and Securities Classification

Both of Jennifer Lloyd's transactions are coded as "S" (Sale) in the transaction code field, indicating that these were dispositions of securities held by Lloyd rather than acquisitions or other types of corporate events. The securities involved are classified as common stock, the company's primary equity class, rather than preferred shares or other security types. The filing contains no information regarding multiple classes of common stock or differential voting rights, suggesting that Power Integrations' capital structure consists of a single common stock class with standard equity characteristics. Both transactions appear in Table I of the filing, which addresses non-derivative securities, confirming that Lloyd's sales involved common stock directly rather than options, warrants, or other derivative instruments.

The ownership form designation of "D" (Direct) for both transactions confirms that Lloyd held the sold shares directly in her own name or account, rather than indirectly through a trust, partnership, or other entity. The nature of indirect beneficial ownership column remains blank for these transactions, as no indirect ownership structure is involved. This classification is consistent with typical executive holdings and distinguishes these sales from transactions involving shares held through family trusts, charitable entities, or other indirect ownership vehicles that would require separate disclosure of the ownership structure.

Regulatory Compliance and Insider Trading Framework

The Form 4 filing represents Jennifer Lloyd's compliance with Section 16(a) of the Securities Exchange Act of 1934, which imposes mandatory reporting obligations on officers, directors, and beneficial owners of more than ten percent of a company's equity securities. By disclosing her transactions within the required timeframe, Lloyd fulfills her legal obligation to provide public notice of changes in her beneficial ownership position. The filing includes a standard warning that intentional misstatements or omissions of facts constitute federal criminal violations under 18 U.S.C. Section 1001 and 15 U.S.C. Section 78ff(a), underscoring the serious legal consequences of inaccurate insider trading disclosures.

Power Integrations and its insiders operate under the regulatory framework established by the Securities Exchange Act, which is designed to promote transparency and prevent trading based on material nonpublic information. The "sell to cover" structure of Lloyd's transactions, while disclosed in the form, is specifically permitted under securities regulations as a mechanism for executives to satisfy tax withholding obligations without triggering concerns about insider trading timing. The filing's explicit statement that the sale "does not represent a discretionary transaction by the Reporting Person" serves to clarify the nature of the disposition for investors and regulators reviewing insider trading activity at the company.

Investor Considerations and Transparency Implications

Investors reviewing insider trading disclosures may find useful information in Jennifer Lloyd's Form 4 filing, though the tax-driven nature of the transaction warrants careful interpretation. The sale of equity by a company's chief executive officer and board member could signal concerns about stock valuation; however, the filing's explicit notation that these sales were executed to satisfy tax withholding obligations on vesting RSUs provides important context suggesting that the transactions do not necessarily reflect Lloyd's voluntary judgment regarding Power Integrations' future prospects. Investors seeking to understand insider sentiment regarding the company's direction and valuation may place greater weight on discretionary open market transactions than on tax-driven equity sales.

The transaction price of $73.73 per share on July 22, 2026, and Lloyd's continued direct beneficial ownership of 136,655 shares following the sales indicate that she maintains a substantial personal financial interest in Power Integrations' performance and share value. This ongoing significant equity stake may be viewed by investors as evidence that senior management remains committed to the company's long-term success and continues to have material economic exposure to shareholder outcomes. Monitoring the pattern and frequency of insider transactions, including both discretionary sales and tax-driven equity settlements, may provide investors with additional insights into management's perspectives and capital allocation priorities over time.