04/16/2026 | Press release | Distributed by Public on 04/16/2026 18:59
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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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Mikitani Hiroshi 1-14-1 TAMAGAWA SETAGAYA-KU TOKYO 158-0094 |
X | |||
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Rakuten Group, Inc. 1-14-1 TAMAGAWA SETAGAYA-KU TOKYO 158-0094 |
X | |||
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Rakuten Mobile, Inc. 1-14-1 TAMAGAWA SETAGAYA-KU TOKYO 158-0094 |
X | |||
| Hiroshi Mikitani /s/Hiroshi Mikitani | 04/16/2026 | |
| **Signature of Reporting Person | Date | |
| Rakuten Group, Inc. /s/Kentaro Hyakuno, Representative Director, Group Senior Executive Vice President | 04/16/2026 | |
| **Signature of Reporting Person | Date | |
| Rakuten Mobile, Inc. /s/Atsushi Maeda, Director, Executive Vice President and CFO | 04/16/2026 | |
| **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) | The shares of Class A Common Stock of the Issuer (the "Common Stock") set forth herein are held of record by Rakuten Mobile, Inc., a wholly-owned subsidiary of Rakuten Group, Inc. Hiroshi Mikitani is the founder, Chairman and Chief Executive Officer of Rakuten Group, Inc. and has voting and investment discretion with respect to the securities held of record by Rakuten Mobile, Inc. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Mikitani and Rakuten Group, Inc. may be deemed to be the beneficial owner of the securities beneficially owned by Rakuten Mobile, Inc. Mr. Mikitani and Rakuten Group, Inc. hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.50 to $103.96 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 2 to this Form 4. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.04 to $88.71 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 2 to this Form 4. |