Blecharczyk Nathan 4

What Happened

• Nathan Blecharczyk (10% owner) reported share dispositions tied to conversion and tax withholding and an open‑market sale. On 2026-05-19 he surrendered 4,084.139 shares to cover a tax liability at $134.40 per share ($548,908). He also reported conversions of Class B to Class A stock (two 450‑share conversion entries). On 2026-05-20 he sold 2,739 shares in the open market at $131.40 per share ($359,905). Cash proceeds from the two cash transactions total about $908,813.
• These transactions are sales/settlements (not new purchases); the tax‑withholding and conversions are routine steps when convertible/derivative shares are converted or vest.

Key Details

• Dates & prices:
  • 2026-05-19: 4,084.139 shares surrendered for tax withholding at $134.40 (proceeds/covering tax ≈ $548,908).
  • 2026-05-19: conversion(s) of Class B to Class A reported (two 450‑share entries).
  • 2026-05-20: 2,739 shares sold open market at $131.40 (proceeds ≈ $359,905).
• Total cash proceeds from the explicit cash sales ≈ $908,813.
• Shares owned after these transactions: not provided in the summary above (check the full Form 4 for post‑transaction holdings).
• Footnotes: Class B common stock is convertible one‑for‑one into Class A (footnote); the sales were effected under a Rule 10b5‑1 trading plan adopted Aug 28, 2025. The 4,084.139‑share disposition is labeled as tax withholding (code F).
• Filing timeliness: Form 4 filed 2026-05-21 for transactions on 2026-05-19 and 05-20 (appears timely within the 2‑business‑day filing requirement).

Context

• As a 10% owner, Blecharczyk’s transactions reflect holder activity rather than necessarily routine executive compensation trades—still, transactions under a 10b5‑1 plan are pre‑arranged and not an ad‑hoc market signal.
• The tax‑withholding share surrender is functionally similar to a cashless exercise/settlement to cover taxes and doesn’t necessarily reflect a discretionary market sale. The open‑market sale on 5/20 generated cash proceeds and is the more direct liquidity event.
• For full details (post‑transaction holdings, exact nature of the conversion entries), consult the complete Form 4 (Accession No. 0001193125-26-234881).