10/15/2026 | Press release | Distributed by Public on 10/15/2026 18:09
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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 Restricted Stock Units | $ 0 | 10/13/2026 | M | 22,774 | (3) | (3) | Common Stock | 22,774 | $ 0 | 0 | D | ||||
| Performance Restricted Stock Units | $ 0 | 10/13/2026 | M | 22,774 | (3) | (3) | Common Stock | 22,774 | $ 0 | 0 | D | ||||
| Performance Restricted Stock Units | $ 0 | 10/13/2026 | M | 19,332 | (4) | (4) | Common Stock | 19,332 | $ 0 | 0 | D | ||||
| Performance Restricted Stock Units | $ 0 | 10/13/2026 | A | 24,516 | (7) | (7) | Common Stock | 24,516 | $ 0 | 24,516 | D | ||||
| Performance Restricted Stock Units | $ 0 | 10/13/2026 | A | 24,516 | (7) | (7) | Common Stock | 24,516 | $ 0 | 24,516 | D | ||||
| Performance Restricted Stock Units | $ 0 | 10/13/2026 | A | 27,242 | (8) | (8) | Common Stock | 27,242 | $ 0 | 27,242 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Murphy Mark J. 8000 S. FEDERAL WAY BOISE, ID 83716 |
EVP & Chief Financial Officer | |||
| Mai Lan Bui, Attorney-in-fact | 10/15/2026 | |
| **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) | Restricted Stock Awards vest in three equal annual installments beginning on the first anniversary of the grant date. |
| (2) | Withholding of common stock shares to satisfy tax withholding obligations in connection with the vesting of previously granted awards. |
| (3) | The Compensation Committee certified achievement of pre-established performance goals related to High Growth Segments and HBM3E+, each at 266% of target under the performance-based restricted stock units ("PRSUs") with a three-year performance period granted on October 13, 2023. The payout for the PRSUs (if earned) varies (starting at 0%) based on actual achievement of the goals, subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2023. The reported shares represent shares earned upon certification of performance at the conclusion of the three-year performance period, including shares earned based on second-year performance that remained subject to vesting and shares earned based on third-year performance. All such shares vested upon certification of performance at the end of the three-year performance period. |
| (4) | The Compensation Committee certified achievement of pre-established performance goals related to total shareholder return at 150% of target under the PRSUs with a three-year performance period previously awarded on October 13, 2023. The payout for the PRSUs (if earned) varies (starting at 0%) based on actual achievement of the goals, subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2023. As a result of this limitation, the final payout for these PRSUs was reduced to 126% of target after application of the aggregate payout provisions. The reported shares represent shares earned upon certification of performance at the conclusion of the three-year performance period, including shares earned based on second-year performance that remained subject to vesting and shares earned based on third-year performance. All such shares vested upon certification of performance at the end of the three-year performance period. |
| (5) | The number of shares held reflects the transfer on February 5, 2026 of 23,000 shares of Common Stock to a Grantor Retained Annuity Trust for the benefit of the Reporting Person and his family. |
| (6) | Grantor retained annuity trusts are for the benefit of the Reporting Person and his family. |
| (7) | The Compensation Committee certified achievement of pre-established performance goals related to Data Center SSD and HBM3E+, each at a level of 233% of target under the PRSUs with a three-year performance period previously awarded on October 13, 2024. The payout for the PRSUs (if earned) varies (starting at 0%) based on actual achievement of the goals, subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2024. The reported shares represent the shares earned as of the end of the second year of the performance period, 100% of which remain subject to vesting until certification of performance goals at the end of year 3 of the performance period. |
| (8) | The Compensation Committee certified achievement of pre-established performance goals related to relative total shareholder return at a level of 150% of target under the PRSUs with a three-year performance period previously awarded on October 13, 2024. The payout for the PRSUs (if earned) varies (starting at 0%) based on actual achievement of the goals, subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2024. The reported shares represent the shares earned as of the end of the second year of the performance period, 100% of which remain subject to vesting until certification of performance goals at the end of year 3 of the performance period. |