09/30/2026 | Press release | Distributed by Public on 09/30/2026 19:42
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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 | ||||||||
| Forward Sale Contract (obligation to sell) | (1)(2) | 09/29/2026 | J/K | 1,500,000 | (1)(2) | (1)(2) | Common Stock | 1,500,000 | (1)(2) | 1,500,000 | I | See footnote(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Ho Michael 777 BRICKELL AVENUE, SUITE 200 MIAMI, FL 33131 |
X | Chief Strategy Officer | ||
| /s/ Victor Semah, as Attorney-in-Fact | 09/30/2026 | |
| **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) | On September 29, 2026, Springtide Creek Ltd ("Springtide") entered into a prepaid variable share forward transaction (the "VPF") with an unaffiliated third-party buyer. The VPF obligates Springtide to deliver to the buyer up to 1,500,000 shares of Common Stock of the Issuer (the "Forward Shares") (or, at Springtide's election, an equivalent amount of cash) on a scheduled maturity date of May 17, 2027. Upon entry into the VPF, Springtide received a cash payment of $58,326,600.00, based on a price of $40.00 per share of Common Stock (the "Floor Price") and discounted for the time value of money over the term of the agreement. Springtide has pledged the Forward Shares to secure its obligations under the contract but retains ownership and voting rights in the Forward Shares during the term of the pledge. |
| (2) | At maturity, the VPF will settle by delivery of a variable number of shares (or, at Springtide's election, an equivalent amount of cash) based on the volume-weighted average price of the Issuer's Common Stock over a three-day valuation period starting May 13, 2027 (the "Settlement Price"), as follows: (i) if the Settlement Price does not exceed the Floor Price, Springtide will deliver all 1,500,000 shares; (ii) if the Settlement Price exceeds the Floor Price but does not exceed $221.00 (the "Cap Price"), Springtide will deliver a number of shares equal to the 1,500,000 shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator is the Settlement Price; and (iii) if the Settlement Price exceeds the Cap Price, Springtide will deliver a number of shares equal to the 1,500,000 shares multiplied by a fraction, the numerator of which is the Floor Price plus the excess of the Settlement Price over the Cap Price, and the denominator is the Settlement Price. |
| (3) | Springtide is a British Virgin Islands company wholly owned and controlled by the Reporting Person. |
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Remarks: Exhibit 24 - Power of Attorney |
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