BENDHEIM JACK 4

What Happened

• Jack Bendheim (reported 10% owner; director/officer) converted 185,000 Class B shares into Class A (one-for-one, no cash) and sold 110,842 Class A shares in multiple open‑market transactions on Feb 5, 2026. The sales generated total proceeds of approximately $5,362,103.
• The sales were executed at multiple prices (weighted averages reported) ranging across roughly $44.04–$50.01 per share (see footnotes for exact price ranges per block). Conversion entries are reported at $0 since they were non‑cash conversions of Class B into Class A common stock.

Key Details

• Transaction date: 2026-02-05; Form 4 filed: 2026-02-09 (timely).
• Sales breakdown (selected blocks): 409 sh @ $44.47; 3,640 sh @ $45.42; 3,171 sh @ $46.68; 38,209 sh @ $47.91; 46,275 sh @ $48.65; 19,138 sh @ $49.57 — total sold = 110,842 shares; total proceeds ≈ $5,362,103.
• Conversion: two reported derivative conversions of 185,000 shares (no cash paid) reflecting Class B → Class A conversion (Class B convertible one‑for‑one, no expiration).
• Many sales were effected pursuant to a Rule 10b5‑1 trading plan adopted by BFI on May 30, 2025.
• Ownership notes: Some reported securities are directly held by Mr. Bendheim; others are held by BFI Co., LLC, an entity over which he exercises voting/dispositive power (he disclaims beneficial ownership of BFI holdings except to the extent of pecuniary interest).
• Shares owned after the transactions are not specified in the provided excerpt.

Context

• These transactions are largely disposals (sales) and a non‑cash conversion of Class B into Class A shares. Sales under a pre‑arranged 10b5‑1 plan are generally routine dispositions and do not, by themselves, imply a change in insider sentiment.
• For derivative activity: the conversion simply turned convertible Class B shares into Class A common stock on a one‑for‑one basis (no cash outlay).