Valantine Hannah 4

What Happened

• Director Hannah Valantine exercised stock options to acquire 2,808 shares on 2026-06-22 at $41.73/share (cost $117,178) and sold those 2,808 shares the same day in an open-market sale at $68.00/share (proceeds $190,944). She sold an additional 2,196 shares on 2026-06-23 at $68.57/share (proceeds $150,580). Total sale proceeds = $341,524; net cash after the option exercise (proceeds minus exercise cost) ≈ $224,346.
• The filing also reports awards: 3,990 restricted stock units (RSUs) and a derivative award covering 5,277 underlying shares (see Key Details for vesting).

Key Details

• Transaction dates & prices:
  • 2026-06-22: Exercised 2,808 options @ $41.73 (acquired) — $117,178.
  • 2026-06-22: Sold 2,808 shares @ $68.00 — $190,944.
  • 2026-06-23: Sold 2,196 shares @ $68.57 — $150,580.
  • Grants reported: 3,990 RSUs and a 5,277-share derivative award (both reported at $0 acquisition price).
• Shares sold total: 5,004 shares for $341,524 in aggregate.
• Shares owned after the transactions: Not specified in this filing.
• Footnotes of note:
  • RSUs: Each RSU converts to one share; the 3,990 RSUs vest in full on June 22, 2027, subject to continued board service (F1, F2).
  • Option/derivative vesting: The option-related award underlying 5,277 shares has multi-year vesting (one-third per year after June 20, 2025, with full vesting by June 20, 2028; another note shows vesting in full by June 22, 2027) — see F4–F5 for details.
  • One or more sales were executed pursuant to a Rule 10b5-1 trading plan adopted Nov 14, 2025 (F3).
• Timeliness: The Form 4 was filed on 2026-06-24 reporting transactions from 2026-06-22 — the filing appears timely (within the two business-day reporting window).

Context

• This was an exercise of options followed by immediate open-market sales of the resulting shares (a common way to cover exercise costs and realize gains). One sale was executed under a pre-set 10b5-1 plan, which typically indicates trades were prearranged rather than timed to new material information.
• Grants of RSUs and multi-year-vesting options do not represent immediate stock ownership until vested; they are retention/compensation awards subject to service-based vesting conditions.