05/19/2026 | Press release | Distributed by Public on 05/19/2026 14:01
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
|
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 Underlying Securities (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 of Derivative Security: 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 | ||||||||
| Performance Stock Units | $ 0 | 05/15/2026 | M | 10,997 | (5) | 12/31/2027 | Common Stock | 10,997 | $ 0 | 10,997 | D | ||||
| Performance Stock Units | $ 0 | 05/15/2026 | M | 5,499 | (6) | 12/31/2027 | Common Stock | 5,499 | $ 0 | 16,496 | D | ||||
| Performance Stock Units | $ 0 | 05/15/2026 | M | 2,199 | (7) | 12/31/2027 | Common Stock | 2,199 | $ 0 | 18,695 | D | ||||
| Performance Stock Units | $ 0 | 05/15/2026 | M | 1,100 | (8) | 12/31/2027 | Common Stock | 1,100 | $ 0 | 19,795 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Michna Magda 25510 COMMERCENTRE DRIVE LAKE FOREST, CA 92630 |
Chief Development Officer | |||
| /s/ Magda Michna | 05/19/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On May 15, 2026, the first tranche of 10,997 performance stock units ("PSUs") awarded to the Reporting Person under the Issuer's 2025 Performance Stock Unit Award Program ("2025 PSU Program") in connection with her annual equity grant vested, of which 5,595 shares were withheld to satisfy taxes . |
| (2) | On May 15, 2026, the second tranche of 5,499 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with her annual equity grant vested, of which 2,431 shares were withheld to satisfy taxes. |
| (3) | On May 15, 2026, the first tranche of 2,199 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with her promtion to Chief Development Officer vested, of which 1,118 shares were withheld to satisfy taxes. |
| (4) | On May 15, 2026, the second tranche of 1,100 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with her promtion to Chief Development Officer vested, of which 599 shares were withheld to satisfy taxes. |
| (5) | Represents the settlement of the first tranche of performance stock units awarded to the Reporting Person in connection with her annual equity grant under the 2025 PSU Program. The number of shares earned was determined upon certification by the Compensation Committee based on achievement of applicable performance goals. The original grant was exempt pursuant to Rule 16b-3(d) and was not previously reported. |
| (6) | Represents the settlement of the second tranche of performance stock units awarded to the Reporting Person in connection with her annual equity grant under the 2025 PSU Program. The number of shares earned was determined upon certification by the Compensation Committee based on achievement of applicable performance goals. The original grant was exempt pursuant to Rule 16b-3(d) and was not previously reported. |
| (7) | Represents the settlement of the first tranche of performance stock units awarded under the 2025 PSU Program to the Reporting Person in connection with her promtion to Chief Development Officer. The number of shares earned was determined upon certification by the Compensation Committee based on achievement of applicable performance goals. The original grant was exempt pursuant to Rule 16b-3(d) and was not previously reported. |
| (8) | Represents the settlement of the second tranche of performance stock units awarded under the 2025 PSU Program to the Reporting Person in connection with her promtion to Chief Development Officer. The number of shares earned was determined upon certification by the Compensation Committee based on achievement of applicable performance goals. The original grant was exempt pursuant to Rule 16b-3(d) and was not previously reported. |
|
Remarks: The Issuer's 2025 Performance Stock Unit Award Program ("2025 PSU Program") was designed to incentivize growth over a multi-year period. Under the 2025 PSU Program, performance is measured based on the Company's trailing four-quarter revenue through the end of fiscal 2027. The performance stock units ("PSUs") were granted based on a target number of shares and can be earned between 0-200 percent of target based on Company performance. The PSUs were structured into five tranches, each with different targets for trailing four-quarter U.S. GAAP revenue. Trailing four quarter U.S. GAAP revenue is measured as of the end of each financial quarter, commencing with the fourth quarter of fiscal 2025 and continuing through the fourth quarter of fiscal 2027. If none of the targets are achieved as of the end of fiscal 2027, the PSUs will not be earned and be forfeited. If the first three targets are achieved as of the end of fiscal 2027, the PSUs will be earned at 100 percent of target. If all five targets are achieved as of the end of fiscal 2027, the PSUs will be earned at 200 percent of target. Each PSU represents the right to receive one share of the Issuer's common stock. |
|