05/07/2026 | Press release | Distributed by Public on 05/07/2026 14:59
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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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Tether Global Investments Fund, S.I.C.A.F., S.A. FINAL AV. LA REVOLUCION EDIF. CENTRO CORPORATIVO PRESIDENTE PLAZA, NIVEL 12 SAN SALVADOR 00000 |
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TPM, S.A. de C.V. FINAL AV. LA REVOLUCION, EDIF. CENTRO CORPORATIVO PRESIDENTE PLAZA, N.12, O.2 SAN SALVADOR |
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Devasini Giancarlo FINAL AV. LA REVOLUCION, EDIF. CENTRO CORPORATIVO PRESIDENTE PLAZA, NIVEL 12 SAN SALADOR 00000 |
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| /s/ Omar Rossi, Sole Administrator of Tether Global Investments Fund, S.I.C.A.F., S.A. | 05/07/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Juan Jose Sartori, Sole Administrator of TPM, S.A. de C.V | 05/07/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Giancarlo Devasini | 05/07/2026 | |
| **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) | On February 4, 2026, TPM, S.A. de C.V. ("TPM"), a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. (f/k/a Tether Holdings, S.A. de C.V.) ("Tether"), entered into a Securities Purchase Agreement with the Issuer, as amended by Amendment No. 1, dated February 5, 2026 (as so amended, the "Purchase Agreement"). Pursuant to the Purchase Agreement, TPM agreed to purchase an aggregate of 3,370,787 shares of the Issuer's common stock at a price of $44.50 per share, to be settled in two tranches as part of a $150 million private placement of equity securities (the "PIPE Financing"). |
| (2) | Represents the second tranche under the Purchase Agreement, consisting of 530,338 shares of the Issuer's common stock acquired for an aggregate purchase price of $23.6 million. |
| (3) | Represents an aggregate of 3,370,787 shares of the Issuer's common stock acquired by TPM, comprising the first tranche of 2,840,449 shares acquired for an aggregate purchase price of $126.4 million and the second tranche of 530,338 shares acquired for an aggregate purchase price of $23.6 million. |
| (4) | Represents securities directly held by TPM, a controlled subsidiary of Tether. Mr. Devasini has a greater than 50% voting interest in Tether. Each of Tether and Mr. Devasini disclaims beneficial ownership of the securities owned by TPM in excess of their respective pecuniary interest therein. |