01/07/2026 | Press release | Distributed by Public on 01/07/2026 18:08
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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 | ||||||||
| Non-Qualified Stock Option (Right to Buy) | $83.29 | 01/05/2026 | M | 239,900 | (8) | 01/27/2026 | Common Stock | 239,900 | $ 0 | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $117.24 | 01/05/2026 | M | 80,800 | (9) | 01/25/2027 | Common Stock | 80,800 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Wirth Michael K 1400 SMITH STREET HOUSTON, TX 77002 |
X | Chairman and CEO | ||
| /s/ Rose Z. Pierson, Attorney-in-Fact for Michael K. Wirth | 01/07/2026 | |
| **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) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 6, 2024. |
| (2) | These shares were sold in multiple transactions at prices ranging from $160.965 to $161.17, inclusive. The price reported in Column 4 reflects the weighted average sale 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 sold at each separate price within the ranges set forth in footnotes (2) through (6) to this Form 4. |
| (3) | These shares were sold in multiple transactions at prices ranging from $162.00 to $162.97, inclusive. The price reported in Column 4 reflects the weighted average sale price. |
| (4) | These shares were sold in multiple transactions at prices ranging from $163.025 to $164.02, inclusive. The price reported in Column 4 reflects the weighted average sale price. |
| (5) | These shares were sold in multiple transactions at prices ranging from $164.03 to $165.00, inclusive. The price reported in Column 4 reflects the weighted average sale price. |
| (6) | These shares were sold in multiple transactions at prices ranging from $165.03 to $165.15, inclusive. The price reported in Column 4 reflects the weighted average sale price. |
| (7) | The reporting person owns only a 1% general partnership interest in the limited partnership. The remaining limited partnership interests are owned equally by four separate trusts for the benefit of each of the reporting person's children. The reporting person disclaims beneficial ownership of the shares held by the limited partnership except to the extent of his pecuniary interest therein. |
| (8) | Option granted 1/27/2016. One-third of the shares subject to the option vested on January 27, 2017, January 27, 2018 and January 27, 2019, respectively. |
| (9) | Option granted 1/25/2017. One-third of the shares subject to the option vested on January 31, 2018, January 31, 2019 and January 31, 2020, respectively. |