Blecharczyk Nathan 4

What Happened

• Nathan Blecharczyk (10% owner) converted Class B common stock into Class A shares and sold a total of 90,479 Class A shares in open-market transactions on June 24–25, 2026, generating approximately $13,190,789 in proceeds.
• On June 24 he converted 88,366 Class B shares to Class A and sold those 88,366 shares in three blocks: 61,156 at a weighted average $145.56 ($8,901,727), 24,770 at $146.29 ($3,623,581), and 2,440 at $147.09 ($358,911). On June 25 he converted 2,113 and sold those 2,113 at a weighted average $145.09 ($306,570). The conversion is one-to-one per the filing.

Key Details

• Transaction dates: June 24, 2026 and June 25, 2026; Form 4 filed June 26, 2026 (timely).
• Total sold: 90,479 shares for total proceeds ≈ $13,190,789.
• Conversion entries: Class B → Class A conversions reported (conversion price shown as $0 in derivative line items); conversions were followed by immediate sales.
• Sales executed under a Rule 10b5-1 trading plan adopted August 28, 2025 (per footnote).
• Reported sale prices are weighted averages; individual trade price ranges: 61,156 shares $145.00–$145.995; 24,770 shares $146.00–$146.98; 2,440 shares $147.00–$147.25; 2,113 shares $145.00–$145.29.
• Shares owned after transaction: not specified in the provided Form 4.
• Filing appears timely (no late filing notation).

Context

• The filing shows conversions of founder/insider Class B stock into publicly tradable Class A shares (one-for-one conversion per footnote), followed by sales executed under a pre-set 10b5-1 plan — a common mechanism that allows insiders to sell shares on a scheduled, non-discretionary basis.
• As a 10% owner (not merely a routine employee trade), these are material disposals in dollar terms, but because they were processed under a 10b5-1 plan and involved conversion of Class B shares, they are generally viewed as pre-arranged transactions rather than ad-hoc insider timing.