DYCOM INDUSTRIES INC — Director's Dealing 2024

Apr 2, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2024-03-30

Reporting Person: NIELSEN STEVEN E (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-30	Common Stock	A	14376.00	$0.00	Acquired	700801.00	Direct
2024-03-30	Common Stock	F	7735.00	$143.53	Disposed	693066.00	Direct
2024-04-01	Common Stock	M	3976.00	$25.15	Acquired	697042.00	Direct
2024-04-02	Common Stock	G	9500.00	$0.00	Disposed	687542.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-04-01	Employee stock option (right to buy)	$25.15	M	3976.00	Disposed	2030-03-27	Common Stock (3976.00)	Direct

Footnotes

F1: Represents shares of DY common stock acquired upon the settlement of restricted stock units ("RSUs") on March 30, 2024. 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 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.

F2: No consideration was paid for the restricted stock units.

F3: Withholding of common stock for the payment of tax liability incident to the vesting of restricted stock units.

F4: Gift to the Margaret Ellen Nielsen Foundation, a charitable foundation of which Mr. Nielsen is President and a Director. Mr. Nielsen disclaims beneficial ownership of all shares of common stock held by the foundation.

F5: No consideration was paid for the derivative security.

F6: The option vested in four substantially equal annual installments beginning on March 27, 2021.