02/13/2026 | Press release | Distributed by Public on 02/13/2026 15:17
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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 | ||||||||
| Restricted Performance Stock Rights | (1) | 02/11/2026 | A | 28,785.16(2) | (1) | (1) | Common Stock | 28,785.16 | $ 0 | 102,064.16(3) | D | ||||
| Restricted Stock Rights | (4) | 02/11/2026 | A | 8,113 | (4) | (5) | Common Stock | 8,113 | $ 0 | 41,780(6) | D | ||||
| Restricted Performance Stock Rights | (1) | 02/11/2026 | M | 34,546.16 | (1) | (1) | Common Stock | 34,546.16 | $ 0 | 67,518(7) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Warden Kathy J 2980 FAIRVIEW PARK DRIVE FALLS CHURCH, VA 22042 |
X | Chair, CEO and President | ||
| /s/ Jennifer C. McGarey, Attorney-in-Fact | 02/13/2026 | |
| **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 Restricted Performance Stock Right ("RPSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d). |
| (2) | The RPSRs acquired include (i) 11,204.16 vested RPSRs with respect to the measurement period ended 12/31/25 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("2011 LTISP") on 2/16/23 that resulted in settlement at 148% of the target award; and (ii) 17,581 unvested RPSRs granted under the 2024 Long-Term Incentive Stock Plan (the "2024 LTISP") on 2/11/26 with a measurement period ending on 12/31/28. A total of 34,546.16 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 23,342 RPSRs was previously reported in connection with the grant of the 2023 RPSRs. |
| (3) | Total amount includes (i) 34,546.16 vested RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ended on 12/31/25; (ii) 24,309 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iii) 25,628 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iv) 17,581 RPSRs granted under the 2024 LTISP on 2/11/26 with a measurement period ending on 12/31/28. |
| (4) | Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares in Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock. |
| (5) | The RSRs were granted under the 2024 LTISP on 2/11/26 and will vest on 2/12/29. |
| (6) | Total amount includes (i) 10,760 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (ii) 11,155 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (iii) 11,752 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iv) 8,113 RSRs granted under 2024 LTISP on 2/11/26 that will vest on 2/12/29. |
| (7) | Total amount includes (i) 24,309 RPSRs granted under the 2011 LTISP on 2/16/24 with a measurement period ending on 12/31/26; (ii) 25,628 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iii) 17,581 RPSRs granted under the 2024 LTISP on 2/11/26 with a measurement period ending 12/31/28. |