04/02/2026 | Press release | Distributed by Public on 04/02/2026 19:45
|
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| 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) | ||
|
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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units (Time-Based) | (1) | 03/31/2026 | A | 4,118,828 | (1) | (1) | Common Stock | 4,118,828 | $ 0 | 4,118,828 | D | ||||
| Restricted Stock Units (Performance-Based) | (2) | 03/31/2026 | A | 7,722,802 | (2) | (2) | Common Stock | 7,722,802 | $ 0 | 7,722,802 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Kazley Michael John 1111 LINCOLN ROAD, SUITE 500 MIAMI BEACH, FL 33139 |
X | X | Chief Executive Officer | |
| /s/ Michael Kazley | 04/02/2026 | |
| **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) | On March 31, 2026, the Reporting Person was granted 4,118,828 time-based restricted stock units ("Time-Based RSUs"). 100% of the Time-Based RSUs will vest on February 16, 2027, generally subject to the Reporting Person's continued employment with the Issuer through such vesting date. |
| (2) | On March 31, 2026, the Reporting Person was granted 7,722,802 performance-based restricted stock units ("VWAP RSUs") that will be earned based on the achievement of specified stock price hurdles over a five-year performance period. On March 31, 2026, the Reporting Person was also granted 7,722,801 performance-based restricted stock units (together with the VWAP RSUs, the "Performance-Based RSUs") that will be earned based on the achievement of specified digital asset net asset value hurdles over a five-year performance period. To the extent earned, the Performance-Based RSUs will vest in quarterly installments over two years following achievement of the applicable hurdle, subject to a thirteen-month cliff from January 16, 2026, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date. |