12/31/2025 | Press release | Distributed by Public on 12/31/2025 15:36
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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 | ||||||||
| Stock Units (SU) | $ 0 | 12/31/2025 | M | 2,882.471(2) | (1) | (1) | Common Stock | 15,967.943 | $ 0 | 13,085.472 | D | ||||
| Restricted Stock Units | $ 0 | (3) | (3) | Common Stock | 53,779 | 53,779 | D | ||||||||
| Restricted Stock Units | $ 0 | (4) | (4) | Common Stock | 9,756 | 9,756 | D | ||||||||
| Restricted Stock Units | $ 0 | (4) | (4) | Common Stock | 41,812 | 41,812 | D | ||||||||
| Restricted Stock Units | $ 0 | (4) | (4) | Common Stock | 59,801 | 59,801 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Ely James S. III 4000 MERIDIAN BOULEVARD FRANKLIN, TN 37067 |
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| Christopher G. Cobb, Attorney in Fact for James S. Ely III | 12/31/2025 | |
| **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) | These stock units were accrued under the Issuer's Directors' Fees Deferral Plan in lieu of a portion of the Reporting Person's director cash compensation and are settled in shares of the Issuer's common stock on a one-for-one basis on the last business day of the calendar quarter following Reporting Person's cessation as a director or upon a date or dates previously specified by the Reporting Person. |
| (2) | Pursuant to the Issuer's Directors' Fees Deferral Plan, a cash payment was made to the Reporting Person in lieu of the fractional stock units (0.471), which are cancelled and do not convert into fractional shares of the Issuer's common stock. |
| (3) | These restricted stock units vested in 1/3 increments on the first, second and third anniversary of the date of grant. Based on the Reporting Person's prior deferral elections pursuant to the terms of the award agreement, these restricted stock units will be settled in shares of the Issuer's common stock on a one-for-one basis upon the Reporting Person's cessation as a director or upon a date or dates previously specified by the Reporting Person. |
| (4) | These restricted stock units vest in 1/3 increments on the first, second and third anniversary of the date of the grant. Upon vesting, these restricted stock units will be settled in shares of the Issuer's common stock on a one-for-one basis. |