DUFFIELD DAVID A 4

What Happened David A. Duffield (10% owner, trustee/sole beneficiary of the David A. Duffield Trust) converted 107,500 derivative/Class B shares into common stock and then sold 107,500 shares in multiple open-market transactions on March 18, 2026. The sales generated approximately $14.25 million in proceeds (weighted-average prices reported across multiple trades). The derivative-to-common conversions were reported at $0 (conversion), meaning no cash changed hands for the conversion itself.

Key Details

• Transaction date: March 18, 2026; Form 4 filed March 20, 2026 (timely).
• Open-market sales: 107,500 shares total, proceeds ≈ $14,252,009.
  • 10,700 shares at weighted avg ~$131.35 (range $130.72–$131.7199) — $1,405,435
  • 62,150 shares at weighted avg ~$132.37 (range $131.73–$132.7299) — $8,226,665
  • 27,136 shares at weighted avg ~$133.07 (range $132.73–$133.7299) — $3,610,936
  • 6,114 shares at weighted avg ~$134.14 (range $133.73–$134.7299) — $820,159
  • 1,400 shares at weighted avg ~$134.87 (range $134.75–$135.7499) — $188,814
• Derivative activity: 107,500 shares converted (reported as acquired) and the related derivative instrument reported as disposed (both at $0), consistent with conversion of Class B to Class A common stock.
• Reported holdings: Shares are held by the David A. Duffield Trust dated July 14, 1988 (trustee and sole beneficiary = Reporting Person). The filing does not state total shares owned after these transactions.
• Footnotes: One or more sales were effected pursuant to a Rule 10b5-1 trading plan adopted Dec 2, 2025. Prices shown are weighted averages; the filing provides price ranges and an undertaking to supply per-trade prices on request.

Context This filing shows a conversion of derivative/Class B shares into common stock followed by immediate open-market sales — a common structure for liquidity by a large holder. Because Duffield is a 10% owner and the sales were at least partly executed under a pre-established Rule 10b5-1 plan, the trades are consistent with planned disposition rather than ad hoc executive buying/selling. The Form 4 is factual and does not state any motive.