4//SEC Filing
Gardner Alan 4
Accession 0001140361-26-002044
CIK 0000020520other
Filed
Jan 21, 7:00 PM ET
Accepted
Jan 22, 4:01 PM ET
Size
14.6 KB
Accession
0001140361-26-002044
Research Summary
AI-generated summary of this filing
Frontier (FYBR) CPO Alan Gardner Disposes Shares in Merger
What Happened
- Alan Gardner, Chief People Officer of Frontier Communications Parent, Inc. (FYBR), had company awards disposed/converted in connection with the January 20, 2026 merger with Verizon. The filing shows dispositions (to the issuer) totaling 205,637 shares across five entries. Vested awards were canceled for cash at $38.50 per share (≈ $7.92M total); remaining unvested awards were converted into restricted stock units of Verizon (Parent) rather than paid in cash.
Key Details
- Transaction date: January 20, 2026 (Effective Time of the merger).
- Consideration: Each outstanding Frontier share was converted into the right to receive $38.50 in cash (per Merger terms). Vested RSUs/PSUs were canceled and paid in cash at $38.50 per underlying share; certain unvested 2025 RSUs and 2025–2027 PSUs were converted into Parent RSUs using an exchange ratio (38.5/39.7141).
- Reported disposals: 115,556; 14,704; 5,965; 50,833; and 18,579 shares (total 205,637).
- Approximate cash value received for vested awards: $205,637 × $38.50 ≈ $7.92 million (some entries reflect derivative conversions with $0 cash because they became Parent RSUs).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Footnotes: Transactions reflect merger mechanics per the Merger Agreement (F1–F6) — automatic conversion/cash-out of shares and conversion of unvested equity into Parent RSUs.
- Timeliness: Filed Jan 22, 2026 for Jan 20, 2026 transactions (filed within the typical two-business-day Form 4 window).
Context
- These were merger-related dispositions/conversions, not open-market sales. Vested restricted stock units and performance units were cashed out at the merger price; unvested awards were converted into Verizon (Parent) RSUs under the exchange ratio. Such entries reflect corporate transaction mechanics rather than a discretionary sale by the insider.
Insider Transaction Report
Form 4Exit
Gardner Alan
Chief People Officer
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-20−115,556→ 20,669 total - Disposition to Issuer
Common Stock
[F3]2026-01-20−14,704→ 5,965 total - Disposition to Issuer
Common Stock
[F4]2026-01-20−5,965→ 0 total - Disposition to Issuer
Performance-based Restricted Stock Unit
[F5]2026-01-20−50,833→ 18,579 totalExercise: $0.00→ Common Stock (50,833 underlying) - Disposition to Issuer
Performance-based Restricted Stock Unit
[F6]2026-01-20−18,579→ 0 totalExercise: $0.00→ Common Stock (18,579 underlying)
Footnotes (6)
- [F1]In connection with the terms of the Agreement and Plan of Merger, dated September 4, 2024 (the "Merger Agreement"), by and among the Issuer, Verizon Communications Inc. ("Parent"), France Merger Sub Inc., a wholly owned Subsidiary of Parent ("Merger Sub"), in accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent upon the consummation of the merger on January 20, 2026 (the "Effective Time").
- [F2]At the Effective Time, each outstanding share of Issuer common stock ("Share") was automatically converted into the right to receive an amount in cash equal to $38.50 per share, without interest.
- [F3]Represents the time-based restricted stock units ("RSUs") previously granted on March 13, 2023 and March 13, 2024, as well as a prorated portion of the RSUs granted on March 12, 2025 ("2025 RSUs"), which at the Effective Time were vested and canceled and the holder thereof became entitled to receive an amount in cash equal to the number of Shares underlying such award multiplied by $38.50.
- [F4]Represents the remaining portion of 2025 RSUs which, at the Effective Time, was converted into a number of unvested restricted stock units of Parent ("Parent RSUs") equal to the number of such RSUs multiplied by an exchange ratio equal to (38.5/39.7141), which was obtained by dividing the Merger Consideration by the five day volume weighted average price of Parent common stock ending with the second complete trading day immediately prior to the Effective Date (the "Exchange Ratio"). The Parent RSUs are subject to the same terms and conditions as applied to the RSUs prior to the Effective Time.
- [F5]Represents the performance-based restricted stock units ("PSUs") previously granted in respect of the 2024-2026 performance period, as well as a prorated portion of the PSUs previously granted in respect of the 2025-2027 performance period ("2025-2027 PSUs"), which at the Effective Time were vested and canceled and the holder thereof became entitled to receive an amount in cash equal to the number of Shares underlying such award multiplied by $38.50, based on attainment of all applicable performance goals at the actual level of performance measured at the Effective Time.
- [F6]Represents the remaining portion of 2025-2027 PSUs which, at the Effective Time, was converted into a number of Parent RSUs equal to the number of such PSUs, based on attainment of all applicable performance goals at the actual level of performance measured at the Effective Time, multiplied by the Exchange Ratio. The Parent RSUs are subject to the same terms and conditions as applied to the PSUs (excluding performance-based vesting conditions) prior to the Effective Time.
Signature
/s/ Anne C. Meyer, under Power of Attorney|2026-01-22
Documents
Issuer
Frontier Communications Parent, Inc.
CIK 0000020520
Entity typeother
Related Parties
1- filerCIK 0001869481
Filing Metadata
- Form type
- 4
- Filed
- Jan 21, 7:00 PM ET
- Accepted
- Jan 22, 4:01 PM ET
- Size
- 14.6 KB