02/18/2026 | Press release | Distributed by Public on 02/18/2026 19:18
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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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Guardians of New Zealand Superannuation PO BOX 106 607 AUCKLAND, Q2 1143 |
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| /s/ Sarah Gold, Authorized Signatory | 02/18/2026 | |
| **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 shares were issued to the Guardians of New Zealand Superannuation as manager and administrator of the New Zealand Superannuation Fund, being property of His Majesty the King in right of New Zealand, in a private placement (the "PIPE Investment") pursuant to that certain subscription agreement, dated January 21, 2026 (the "Subscription Agreement"), by and between the Issuer and the reporting person. Pursuant to the PIPE Investment, the reporting person subscribed to and was issued 860,000 shares of common stock at a per share purchase price of $5.00 and was also issued 109,858 bonus shares under the terms of the Subscription Agreement. |
| (2) | On August 18, 2025, the issuer effected a 1-for-100 reverse stock split of all issued and outstanding shares of the issuer's common stock, resulting in the reporting person's ownership of common stock being reduced from 33,263,337 shares to 332,634 shares prior to the PIPE Investment. |