02/17/2026 | Press release | Distributed by Public on 02/17/2026 10:07
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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 Shares | $ 0 | 02/12/2026 | A | 33,490 | (1)(2) | (1) | Common Stock | 33,490 | $ 0 | 33,490 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Tattoli Mark Damian 6316 WINDFERN ROAD HOUSTON, TX 77040 |
SVP, Gen Counsel & Secretary | |||
| /s/ Mark D. Tattoli | 02/17/2026 | |
| **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) | This award vests following the conclusion of a three-year performance period that began on January 1, 2026 and ends on December 31, 2028 (the "Performance Period"). This award survives termination of employment due to death, disability, termination by the Company without cause or retirement by the employee upon having reached 62 years of age. In all cases, the shares will vest, if at all, on December 31, 2028, following the conclusion of the Performance Period as follows: 50% of the award will vest if the Company is in the top 35th percentile of Return on Invested Capital ("ROIC") among the Bloomberg Peer Group ("BPG"), 100% of the award will vest if the Company is in the top 55th percentile of ROIC among the BPG, and 175% of the award will vest if the Company is at or above the 85th percentile of ROIC among the BPG, as measured and determined by the Compensation Committee at the end of the Performance Period. |
| (2) | The number of common shares vesting pursuant to the award will be interpolated on a straight-line basis between the 35th and 55th percentile of ROIC (equivalent to 50% up to 100% of the award) and again between the 55th and 85th percentile of ROIC (equivalent to 100% up to 175% of the award). The number of common shares that could vest over 100% of the award up to the maximum of 175% of the award, if any, will be reduced by one-half if absolute total shareholder return for the Performance Period is negative, as measured and determined by the Compensation Committee at the end of the Performance Period. |