DEFRANCO JAMES 4

What Happened

• Director James DeFranco received a grant of 198 restricted stock units (RSUs) on July 1, 2026. RSUs are awards that convert to shares upon vesting and were reported as newly awarded; no cash purchase was made.
• Concurrently, 16 shares were disposed/withheld to satisfy tax obligations at a price of $100.88 per share, totaling $1,614.

Key Details

• Transaction date: July 1, 2026; filing date: July 7, 2026.
• Grant: 198 RSUs (no per-share purchase price). Tax withholding: 16 shares disposed at $100.88 each = $1,614.
• Shares reported after the transaction: 306,951 shares of Class A Common Stock plus the 198 RSUs (the RSUs are contingent until they vest).
• Notable footnotes:
  • RSUs vest 25% per year beginning July 1, 2026; each vested RSU converts to one share upon vesting (F1).
  • Column 5 totals reported include the 198 newly awarded RSUs and 306,951 existing shares (F2).
  • The 16 shares were withheld to cover tax obligations related to the award (F3).
• No late-filing flag was indicated in the report.

Context

• RSU grants are compensation awards, not open-market purchases or sales. Vesting is gradual (25% annually), so the shares are not yet fully owned until they vest.
• Withholding shares to cover taxes is a routine administrative step and does not necessarily indicate buying or selling sentiment.