Cohen Stephen Andrew 4

What Happened

• Stephen A. Cohen (President and Secretary) acquired 675,000 shares on May 20, 2026 upon incremental vesting of previously granted RSUs and immediately converted Class B shares to Class A. He sold 319,934 of those Class A shares in multiple open-market transactions the same day to cover required tax withholding, generating total proceeds of approximately $43,524,501. The RSUs are granted under the company's equity plan and Class B shares convert 1-for-1 into Class A.

Key Details

• Transaction date: May 20, 2026; Form 4 filed May 22, 2026 (no late filing indicated).
• Shares acquired from vesting: 675,000 RSUs (fully vested as of the transaction date).
• Shares sold: 319,934 shares (open-market sales) for total proceeds ≈ $43,524,501.
• Reported sale prices (multiple trades / weighted averages): $132.95, $134.20, $135.09, $136.08, $136.61; reported price ranges across sales: $132.48–$136.835.
• Transaction codes: S = sale (open market), M/C = exercise/conversion of derivative (RSU conversion to stock), F (sales were automatic to satisfy tax withholding).
• Shares remaining from this vesting: roughly 675,000 − 319,934 = ~355,066 (this Form 4 does not disclose total holdings; see the Issuer’s proxy statement for complete ownership details).

Context

• This was a routine tax-withholding sale tied to RSU vesting (cashless/automatic sale) rather than an independent open-market sell decision. Derivative/RSU activity: RSUs vested into Class B common stock (convertible 1-for-1 to Class A), converted to Class A, and a portion was sold immediately to cover taxes. For full context on Cohen’s total holdings, refer to the company’s proxy filings.