Schingler Robert H 4

What Happened
Robert H. Schingler (Co‑Founder, Chief Strategy Officer and Director) exercised/converted a total of 328,391 derivative securities into Class A common stock on 2026-01-21 (36,365 + 292,026). To cover tax withholding, 18,503 shares were surrendered at $26.38 per share, generating $488,109. The filing shows disposals of the underlying derivative instruments (reported at $0) consistent with conversion/settlement.

Key Details

• Transaction date: January 21, 2026; Form 4 filed January 23, 2026 (timely).
• Derivative exercises/conversions: 36,365 and 292,026 shares (total 328,391) acquired via M (exercise/conversion) reported at $0.00 exercise price.
• Tax withholding: 18,503 shares disposed under code F at $26.38, netting $488,109 to satisfy tax liability.
• The reported $0 disposals reflect cancellation/settlement of the derivative instruments upon conversion (not an open‑market sale).
• Shares owned after the transactions are not specified in this Form 4.
• Relevant footnotes:
  • F1: 834,558 RSUs vest quarterly (contingent right to one Class A share each).
  • F2: Some earnout shares issued upon meeting $19.00 price threshold; remaining earnouts vest if $21.00 is met under conditions described.
  • F3: Class B shares are convertible 1:1 into Class A shares with no expiration.

Context

• This appears to be a conversion/exercise and net settlement for tax withholding rather than an open‑market sale. The exercise price is reported as $0.00, and shares were surrendered only to cover tax obligations. Such transactions are often routine (e.g., vesting/settlement and tax withholding) rather than a directional bet on the stock.