03/03/2026 | Press release | Distributed by Public on 03/03/2026 19:43
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Brown Willie D. Jr. 110 W. TAYLOR STREET SAN JOSE, CA 95110 |
VP & Gen Counsel | |||
| /s/ Marisa Joss Attorney-in-Fact for Willie Brown | 03/03/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents 1,384 shares of the issuer's common stock ("Common Stock") underlying restricted stock units ("RSUs") granted to the reporting person under the issuer's Long-Term Incentive Plan. Each RSU entitles the reporting person to receive one share of Common Stock upon vesting of the RSU. The RSUs will vest in three annual successive installments upon the completion of the reporting person's each year of service with the issuer for the three-year period measured from the date of grant, subject to accelerated vesting under certain prescribed circumstances. |
| (2) | Represents (i) 1,034 shares of Issuer's Common Stock subject to the 2023 RSUs that vested upon the attainment of a certain performance goal based on average return on equity ("ROE") measured over a period from January 1, 2023 to December 31, 2025 and continued service by the reporting person through December 31, 2025 and (ii) 229 shares of Common Stock subject to the 2023 RSUs that vested upon the attainment of a certain performance goal based on relative total shareholder return ("TSR") measured over a period from January 1, 2023 to December 31, 2025 and continued service by the reporting person through December 31, 2025. |
| (3) | Represents (i) 426 shares of Common Stock withheld in satisfaction of the applicable withholding taxes on shares of Common Stock that became issuable pursuant to the vesting of the 2023 ROE RSUs reported on this Form 4 and (ii) 95 shares of Common Stock withheld in satisfaction of the applicable withholding taxes on shares of Common Stock that became issuable pursuant to the vesting of the 2023 TSR RSUs reported on this Form 4. |
| (4) | Represents 10,005 shares of Common Stock and 3,549 shares of the Common Stock underlying RSUs which will vest and become issuable in accordance with their terms. |