DUFFIELD DAVID A 4

What Happened
David A. Duffield (10% owner; trustee and sole beneficiary of the David A. Duffield Trust dated July 14, 1988) converted 107,500 Class B shares into Class A shares and sold all 107,500 shares in open-market transactions on June 25, 2026. The disposals were executed in multiple trades at weighted-average prices reported per tranche: 30,074 shares at $114.14 ($3,432,694); 28,998 at $114.98 ($3,334,135); 19,825 at $116.06 ($2,300,870); 17,064 at $116.95 ($1,995,631); 9,739 at $118.03 ($1,149,506); and 1,800 at $118.76 ($213,770). Total proceeds across these sales are about $12.43 million. The conversions (reported as “C”) show $0 consideration because Class B shares are convertible into Class A shares at one-for-one.

Key Details

• Transaction date: June 25, 2026; Form 4 filed June 29, 2026 (filing appears within the standard two business-day window).
• Shares converted then sold: 107,500 converted; 107,500 sold in multiple trades. Total proceeds ≈ $12.43M.
• Per-trade breakdown (shares @ weighted-average price → proceeds): 30,074 @ $114.14 → $3,432,694; 28,998 @ $114.98 → $3,334,135; 19,825 @ $116.06 → $2,300,870; 17,064 @ $116.95 → $1,995,631; 9,739 @ $118.03 → $1,149,506; 1,800 @ $118.76 → $213,770.
• Ownership disclosure: Shares are held by the David A. Duffield Trust (he is trustee and sole beneficiary) (Footnote F1).
• Notable footnotes: at least some sales were effected under a Rule 10b5-1 trading plan (Footnote F2); reported prices are weighted averages covering specific price ranges (F3–F8); Class B shares are convertible to Class A at 1:1 and have conversion/auto-conversion rules (F10, F9).
• Shares owned after the transaction are not specified in the information provided on this Form 4.

Context
This was a conversion of Class B common stock to Class A common stock followed by open-market sales — not a cash exercise of options. Because the sales were reported as executed under a pre-established 10b5-1 plan (per the filing), they were likely prearranged trades rather than ad hoc sales. As a 10% owner and trust holder, Duffield’s transactions reflect holdings of a major shareholder rather than routine employee insider buying; the filing is factual and does not indicate motivation.