03/24/2026 | Press release | Distributed by Public on 03/24/2026 18:18
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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 | ||||||||
| Employee Stock Options (Right to Buy) | $23 | (1) | 04/16/2031 | Common Stock | 400,000 | 400,000 | D | ||||||||
| Restricted Stock Units | $ 0 | (2) | (2) | Common Stock | 627,753 | 627,753 | D | ||||||||
| Restricted Stock Units | $ 0 | (3) | (3) | Common Stock | 1,080,625 | 1,080,625 | D | ||||||||
| Restricted Stock Units | $ 0 | (2) | (2) | Common Stock | 1,729,000 | 1,729,000 | D | ||||||||
| Restricted Stock Units | $ 0 | (4) | (4) | Common Stock | 143,673 | 143,673 | D | ||||||||
| Restricted Stock Units | $ 0 | 03/20/2026 | A | 640,000 | (5) | (5) | Common Stock | 640,000 | $ 0 | 640,000 | D | ||||
| Performance Stock Units | $ 0 | 03/20/2026 | A | 480,000 | (6) | (6) | Common Stock | 480,000 | $ 0 | 480,000 | D | ||||
| Performance Stock Units | $ 0 | 03/20/2026 | A | 1,816,000 | (7) | (7) | Common Stock | 1,816,000 | $ 0 | 1,816,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Schultz S. Matthew 10624 S. EASTERN AVE. SUITE A-638 HENDERSON, NV 89052 |
X | CEO & Chairman | ||
| /s/ S. Matthew Schultz | 03/24/2026 | |
| **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) | These Options were granted on April 16, 2021 and vested in equal monthly installments over 36 months. |
| (2) | These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028. |
| (3) | These RSUs vest in equal semiannual installments over three years on February 13, 2026, September 4, 2026, February 13, 2027, September 4, 2027, February 13, 2028, and September 4, 2028. |
| (4) | These RSUs vest in equal quarterly installments on February 13, 2026, May 13, 2026, August 13, 2026, December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027. |
| (5) | These RSUs vest in equal annual installments over three years on March 20, 2027, March 20, 2028, and March 20, 2029, subject to the Reporting Person's continued employment or service with the Issuer through each such date. |
| (6) | Vesting of these Long-Term Incentive Plan ("LTIP") awards is contingent on the common stock achieving a specified target market price of at least $18.80 based on a 20-trading day average during the period ending March 20, 2027, subject to the Reporting Person remaining employed by the Issuer on the vesting date of March 20, 2029. The reported LTIP awards do not include LTIP awards in respect of a maximum of 480,000 shares of common stock for which such awards will vest in accordance with their terms upon achievement of specified performance goals tied to gross power under leases to customers for data centers, with threshold performance at 600 MW gross and maximum payout at 800 MW gross, during the period ending March 20, 2027, subject to the Reporting Person remaining employed by the Issuer on the vesting date of March 20, 2029. |
| (7) | The number of shares under these Strategic Transformation Performance Awards ("STPA") represents the maximum number of common shares for which the STPAs will vest upon the Issuer's common stock achieving target market prices, based on a 20-trading day average, with threshold performance at $47 per share and maximum payout at $94 per share, before September 30, 2030, subject to the Reporting Person remaining employed by the Issuer on September 30, 2030. The reported STPA awards do not include 1,816,000 shares of common stock that vest upon achievement of performance goals tied to power under leases to customers for data centers that are operationally ready to host IT equipment and deliver services (RFS), with threshold performance at 1.0 GW and maximum payout at 2.5 GW, before September 30, 2030, subject to the Reporting Person remaining employed by the Issuer on September 30, 2030. |