02/24/2026 | Press release | Distributed by Public on 02/24/2026 20:50
|
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 | ||||||||
| Performance Options | $16.91 | 02/20/2026 | A | 185,133 | 02/20/2026 | 03/10/2033(4) | Stock Option (Right to Buy) | 185,133 | $16.91 | 185,133 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $10.178 | (5) | 12/16/2029 | Common Stock | 546,000 | 546,000 | D | ||||||||
| Non-Qualified Stock Option (Right to Buy) | $10.178 | (5) | 01/11/2031 | Common Stock | 40,950 | 40,950 | D | ||||||||
| Non-Qualified Stock Option (Right to Buy) | $15 | (6) | 10/21/2031 | Common Stock | 298,507 | 298,507 | D | ||||||||
| Non-Qualified Stock Option (Right to Buy) | $16.91 | (7) | 03/10/2033 | Common Stock | 46,875 | 46,875 | D | ||||||||
| Non-Qualified Stock Option (Right to Buy) | $26.18 | (8) | 03/04/2034 | Common Stock | 62,743 | 62,743 | D | ||||||||
| Non-Qualified Stock Option (Right to Buy) | $32.78 | (9) | 03/03/2035 | Common Stock | 70,715 | 70,715 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Kirban Michael 111 5TH AVENUE 2ND FLOOR NEW YORK, NY 10003 |
X | Executive Chairman | ||
| Alison Klein, attorney-in-fact for Michael Kirban | 02/24/2026 | |
| **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 Reporting Person was granted restricted stock units that will vest in four annual equal installments on each anniversary of the grant date provided that the Reporting Person remains in continuous service on each vesting date. Unless otherwise provided, on each vesting date shares of Common Stock will automatically be withheld to satisfy the Reporting Person's tax withholding obligations in a non-discretionary transaction. |
| (2) | These shares are held by the Michael Kirban 2010 Trust. |
| (3) | These shares are held by the Michael Kirban Revocable Trust. |
| (4) | The stock option is eligible to vest if certain performance conditions are met by the target date for the applicable performance condition(s) and expire if the performance conditions are not met by the final target date. The performance conditions applicable were timely satisfied, resulting in vesting of the option as to 185,133 shares on February 20, 2026. |
| (5) | The stock option is fully vested and currently exercisable. |
| (6) | The stock option vests in four equal annual installments beginning on November 27, 2022. |
| (7) | The stock option vests in four equal annual installments beginning on March 10, 2024. |
| (8) | The stock option vests in four equal annual installments beginning on March 4, 2025. |
| (9) | The Stock Option vests in four equal annual installments beginning in March 3, 2026. |