04/29/2026 | Press release | Distributed by Public on 04/29/2026 04:16
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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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SUMITOMO MITSUI FINANCIAL GROUP, INC. 1-2, MARUNOUCHI 1-CHOME, CHIYODA-KU TOKYO 100-0005 |
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| By: /s/ Takashi Morita, Name: Takashi Morita, Title: Executive Officer, General Manager, Investment Banking Strategy Office | 04/29/2026 | |
| **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) | Pursuant to the terms of that certain Amended and Restated Exchange Agreement, dated as of September 19, 2025 (the "A&R Exchange Agreement"), by and between the Issuer and Sumitomo Mitsui Banking Corporation ("SMBC"), a direct, wholly-owned subsidiary of the Reporting Person, SMBC has the right to exchange its shares of common stock of the Issuer for shares of non-voting common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. |
| (2) | SMBC's right under the A&R Exchange Agreement to exchange shares of common stock of the Issuer for shares of non-voting stock of the Issuer will expire on the earliest to occur of (i) September 19, 2026 (or such later date as agreed between SMBC and the Issuer), (ii) the date on which a certain business alliance between the Reporting Person and its affiliates and the Issuer and its affiliates is terminated and (iii) the date on which an aggregate of 14,132,500 shares of common stock of the Issuer have (following September 19, 2025) been exchanged for either shares of non-voting common stock of the Issuer or shares of non voting series B-1 preferred stock of Issuer pursuant to the A&R Exchange Agreement. |
| (3) | The reported securities are held directly by SMBC, a wholly-owned subsidiary of the Reporting Person. |
| (4) | The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein. |
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Remarks: The Reporting Person may be deemed to be a director by deputization of the Issuer for purposes of Section 16 of the Securities and Exchange Act of 1934, by virtue of the fact that Mr. Hyakutome, Deputy President of SMFG, currently serves on the board of directors of the Issuer. |
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