02/23/2026 | Press release | Distributed by Public on 02/23/2026 17:47
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units (PSUs) | (2) | 02/19/2026 | A | 1,462,500 | (2) | 02/19/2031(2) | Common Stock | 1,462,500 | $ 0 | 1,462,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Gunningham Sebastian J C/O REMITLY GLOBAL, INC. 401 UNION STREET, SUITE 1000 SEATTLE, WA 98101 |
X | Chief Executive Officer | ||
| /s/ Jeff Mason as Attorney-in-Fact | 02/23/2026 | |
| **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) | Represents a grant of restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest as to 1/16 of the total shares underlying the RSUs on May 25, 2026, and then 1/16 of the total shares vest quarterly thereafter, subject to the reporting person's provision of service to the Issuer on each vesting date. |
| (2) | Represents the maximum number of shares that may be earned under a grant of performance stock units (PSUs). The PSUs vest based upon achievement of both (i) a time-based service requirement and (ii) certain stock price thresholds. The time-based service requirement is satisfied in annual installments over four years after the grant date and is fully satisfied on February 19, 2030. The stock price performance requirement is satisfied in five intervals and is fully satisfied if the Issuer's stock price reaches $50.00 per share (measured as a 120-day average closing price) prior to February 19, 2031. |