10/02/2026 | Press release | Distributed by Public on 10/02/2026 19:48
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SMITH FREDERICK G 10706 BEAVER DAM RD COCKEYSVILLE, MD 21030 |
X | X | Vice President | |
| Anastasia Thomas Nardangeli, Esq., on behalf of Frederick G. Smith, by Power of Attorney | 10/02/2026 | |
| **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 shares of Class A Common Stock received by the Reporting Person on September 23, 2026 as an in-kind distribution from the Frederick G. Smith AFS 2025, Series I Irrevocable Trust in satisfaction of an annuity payment. The Reporting Person is the settlor and sole annuitant of the trust. The transaction effected only a change in the form of the Reporting Person's beneficial ownership, from indirect to direct, without changing the Reporting Person's pecuniary interest. |
| (2) | Reflects the closing price of the Common Stock on September 29, 2026, the closing date of the day prior to the date of distribution, which was used to value the shares distributed and determine the number of shares required to satisfy the annuity payment. |
| (3) | Upon the consummation of all of the transactions contemplated by this filing, the Reporting Person shall own 333,000 shares of Class A Common Stock. |
| (4) | The Reporting person also directly owns 3,000,000 shares of Class B Common Stock, and he owns 17,801.567198 shares of Class A Common Stock held in a 401(k) unitized stock fund. |
| (5) | The Reporting Person has the right to substitute the corpus of the trust. |