DYCOM INDUSTRIES INC — Director's Dealing 2023

Mar 30, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2023-03-28

Reporting Person: DeFerrari H Andrew (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-28	Restricted Stock Units	A	6979.00	$0.00	Acquired	160059.00	Direct
2023-03-30	Common Stock	A	5463.00	$0.00	Acquired	165522.00	Direct
2023-03-30	Common Stock	F	6815.00	$95.17	Disposed	158707.00	Direct
2023-03-30	Common Stock	S	10282.00	$94.11	Disposed	148425.00	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to acquire one (1) share of Dycom Industries, Inc. common stock par value $0.33 1/3 per share ("DY common stock").

F2: The restricted stock units vest in four substantially equal annual installments beginning March 30, 2024.

F3: No consideration was paid for the restricted stock units.

F4: Represents shares of DY common stock acquired upon the settlement of restricted stock units ("RSUs") on March 30, 2023. Each RSU represents a contingent right to acquire one share of DY common stock upon the satisfaction of pre-established performance measures set forth in the award documents. The annual performance measures are based on (i) operating earnings and (ii) the ratio of operating cash flow to net income, in each case before certain items.

F5: Withholding of common stock for the payment of tax liability incident to the vesting of restricted stock units.

F6: This price is a weighted average price. 10,282 shares were sold in multiple transactions at prices ranging from $93.77 to $94.59, inclusive. The reporting person undertakes to provide to Dycom Industries, Inc., any security holder of Dycom Industries, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.