05/13/2026 | Press release | Distributed by Public on 05/13/2026 15:58
|
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||
| 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) | ||
|
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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | 05/11/2026 | M | 182,926 | (4) | (4) | Class A Common Stock | 182,926 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (3) | 05/12/2026 | A | 131,578 | (5) | (5) | Class A Common Stock | 131,578 | $ 0 | 131,578 | D | ||||
| Restricted Stock Units | (3) | 05/12/2026 | A | 600,000 | (6) | (6) | Class A Common Stock | 600,000 | $ 0 | 600,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Martell Frank 6811 E MAYO BLVD SUITE 400 PHOENIX, AZ 85054 |
X | Chief Executive Officer | ||
| /s/ Frank Martell | 05/13/2026 | |
| **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) | This transaction was executed in multiple trades at prices ranging from $1.16 to $1.19. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| (2) | Represents shares acquired upon vesting of Restricted Stock Units (RSUs). |
| (3) | Each Restricted Stock Unit represents a contingent right to receive one share of the issuer's Class A Common Stock, par value $0.001 per share. |
| (4) | The RSUs vested in full on May 11, 2026. |
| (5) | The RSUs shall vest in full upon the earlier of (i) May 12, 2027 or (ii) the date immediately prior to the Issuer's next annual meeting of stockholders. |
| (6) | On May 12, 2026, the reporting person was granted 600,000 RSUs, vesting in four substantially equal quarterly installments, commencing on September 30, 2026. |