Johnston James David 4

What Happened
James David Johnston (Executive VP, General Counsel, Chief Compliance Officer & Secretary) had 10,794 corporation restricted stock units (RSUs) vest on January 16, 2026. The RSUs were converted into common stock (derivative conversion/exercise). To cover tax withholding, 2,923 shares were surrendered at $26.81 per share for a cash value of $78,366, leaving a net of about 7,871 shares issued to him.

Key Details

• Transaction date: January 16, 2026. Form 4 filed January 21, 2026 (filed one business day late).
• Vesting/conversion: 10,794 RSUs converted into common stock (reported as derivative exercise/conversion, code M).
• Tax withholding (code F): 2,923 shares withheld/disposed at $26.81 = $78,366.
• Net shares received: approximately 7,871 shares (10,794 vested − 2,923 withheld).
• Shares owned after transaction: not reported in this Form 4.
• Footnotes: each RSU equals one common share (F1); shares were withheld to pay taxes (F2); one‑third of the award vested on Jan 16, 2026 with the remainder subject to future vesting per the original award schedule and subject to continued employment (F3–F5). DERs (distribution equivalent rights) accrue and are payable on vesting; RSUs may be settled in stock or cash at the issuer’s discretion.

Context
This was primarily a vesting/settlement of RSUs (an award being realized), not an open‑market purchase or a voluntary sale. The withholding of shares to meet tax obligations is a routine administrative step and does not by itself signal a buy or sell decision. Note the Form 4 was filed one business day after the two‑business‑day SEC deadline for reporting insider transactions.