08/12/2026 | Press release | Distributed by Public on 08/12/2026 19:20
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
| 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. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (5) | (5) | Common Stock | 1,091,272 | (6) | I | By LLC(1)(3) |
| Performance Restricted Stock Units | (7) | (7) | Common Stock | 312,500 | (6) | I | By LLC(1)(3) |
| Stock Price Restricted Stock Units | (8) | (8) | Common Stock | 522,500 | (6) | I | By LLC(1)(3) |
| Restricted Stock Units | (9) | (9) | Common Stock | 13,334 | (6) | I | By LLC(1)(3) |
| Performance Restricted Stock Units | (10) | (10) | Common Stock | 24,000 | (6) | I | By LLC(1)(3) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Weil Carly M. 3104 E. CAMELBACK ROAD #2267 PHOENIX, AZ 85016 |
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| /s/ Carly Weil | 08/12/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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 securities reported herein are held by various LLCs and trusts established for estate planning purposes by the reporting person's uncle, A. Lorne Weil, the Issuer's Executive Chairman, who files Section 16 reports that include these same securities as indirect beneficial ownership interests. The reporting person holds various roles with respect to such LLCs and trusts and, accordingly, may also be deemed to be an indirect beneficial owner of the securities under Rule 16a-1(a)(1). The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose or that the reporting person and Mr. Weil constitute a 'group' for purposes of Section 13(d) or Section 16 of the Exchange Act. |
| (2) | Held by trusts for the benefit of Mr. Weil's children. |
| (3) | The membership interests of the LLC that holds the securities (Hydralex Holdings LLC) are owned by trusts for the benefit of Mr. Weil's children and other beneficiaries including the reporting person. |
| (4) | The membership interests of the LLC that holds the securities (Angele Delaware Investments LLC) are owned by a trust for the benefit of Mr. Weil's children and other beneficiaries including the reporting person. |
| (5) | Comprised of grants of restricted stock units that previously satisfied the applicable vesting criteria and settle on a deferred basis. References herein to settlement on a "deferred basis" means settlement will not occur until Mr. Weil's services with the Issuer terminate or upon a change in control of the Issuer. |
| (6) | Each unit represents a right to receive one share of common stock at settlement. |
| (7) | Comprised of grants of performance restricted stock units, as to which an aggregate of 229,166 units met the applicable vesting criteria and settle on a deferred basis. There are two remaining tranches (each in the amount of 41,667 units) conditioned on attainment of pre-established performance criteria for the years 2026 and 2027. |
| (8) | Comprised of grants of stock price restricted stock units, as to which an aggregate of 331,250 units met the applicable vesting criteria and settle on a deferred basis. There are three remaining tranches which are conditioned on attainment of various price targets: $17.50 (81,250 units), $20.00 (78,750 units) and $22.50 (31,250 units). |
| (9) | These restricted stock units are scheduled to vest on December 31, 2026. |
| (10) | These performance restricted stock units met the applicable performance criteria and are scheduled to vest on December 31, 2026. |
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Remarks: (a) The reporting person became subject to Section 16 reporting requirements due to a passive increase in her beneficial ownership percentage resulting from a reduction in the Issuer's outstanding shares of common stock, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed on August 5, 2026. (b) Exhibit 24 - Power of Attorney |
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