08/07/2026 | Press release | Distributed by Public on 08/07/2026 16:40
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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 Share Units | (1) | 08/05/2026 | D(2) | 518,867 | (1) | 03/16/2029 | Class A Common Stock | 518,867 | $ 0 (2) | 0 | D | ||||
| Restricted Stock Units | (3) | 08/05/2026 | A(2) | 518,867 | (3) | (3) | Class A Common Stock | 518,867 | $ 0 | 518,867 | D | ||||
| Restricted Stock Units | (4) | 08/05/2026(5) | A | 750,000 | (4) | (4) | Class A Common Stock | 750,000 | $ 0 | 750,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Hayes David R 6561 IRVINE CENTER DR. IRVINE, CA 92618 |
Chief Financial Officer | |||
| /s/ Greg Smith, as Attorney-in-Fact for David R. Hayes | 08/07/2026 | |
| **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) | Each performance restricted stock unit ("PSU") represented a contingent right to receive one share of the issuer's Class A Common Stock. The PSUs were originally subject to vesting upon the issuer's Class A Common Stock achieving specified prices per share. |
| (2) | On August 5, 2026, the issuer's compensation committee amended the terms of the PSUs originally granted to the reporting person on March 16, 2026, to modify the PSU award to provide for ratable vesting over a three-year period, exclusively based on the reporting person's continuous services. For Form 4 reporting purposes, the amendment is reported as the cancellation of the original PSUs and the concurrent grant of replacement restricted stock units ("RSUs"). |
| (3) | Each RSU represents a contingent right to receive, at settlement, one share of the issuer's Class A Common Stock. The RSUs vest in three equal annual increments commencing March 16, 2027, the first anniversary of the original PSU grant. |
| (4) | Each RSU represents a contingent right to receive, at settlement, one share of the issuer's Class A Common Stock. The RSUs vest in two equal annual increments on the first and second anniversaries of the grant date, which is expected to be September 15, 2026. |
| (5) | The transaction date is the date that the RSU terms were approved by the issuer's compensation committee. The RSUs are expected to be granted on September 15, 2026. |