03/02/2026 | Press release | Distributed by Public on 03/02/2026 17:01
|
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 | (2) | 02/09/2026 | M | 3,376 | (2) | (2) | Common Stock | 3,376(3) | $ 0 | 2,128(3) | D | ||||
| Restricted Stock Units | (2) | 02/09/2026 | A | 1,941 | (2) | (2) | Common Stock | 1,941 | $ 0 | 4,069 | D | ||||
| 2023-2025 Performance Shares | (4) | 02/09/2026 | A | 21,274 | (4) | (4) | Common Stock | 21,274 | $ 0 | 21,274 | D | ||||
| 2023-2025 Performance Shares | (4) | 02/09/2026 | M | 21,274 | (4) | (4) | Common Stock | 21,274 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (5) | 03/01/2026 | A | 6,063 | (5) | (5) | Common Stock | 6,063 | $ 0 | 6,063 | D | ||||
| Restricted Stock Units | (6) | 03/01/2026 | M | 19,405 | (6) | (6) | Common Stock | 19,405(7) | $ 0 | 0 (7) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Koehler Michael 1310 POINT STREET BALTIMORE, MD 21231 |
EVP & Chief Admin Officer | |||
| /s/ Brian Buck, Attorney-in-Fact for Michael Koehler | 03/02/2026 | |
| **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) | Shares of Common Stock acquired from vested equity awards granted under the Issuer's Long-term Incentive Plan ("LTIP"). |
| (2) | Restricted stock units ("RSUs") vest in 1/3 increments on the dates of the Compensation Committee's first-quarter meetings held in the first, second, and third years after the grant date. Each RSU represents the right to receive one share of Common Stock upon vesting, and does not expire. These RSUs accrue quarterly dividend equivalents in the form of additional RSUs representing common stock dividends as approved by the Issuer's board of directors, which vest on the same schedule as the underlying RSU award. |
| (3) | The RSU award acquired approximately 30 additional shares through automatic dividend reinvestment since February 10, 2025. |
| (4) | Performance share award granted under the LTIP for the three-year performance period referenced in Column 1 based upon the Compensation Committee's determination of performance achieved for the period. Each performance share represents the right to receive one share of Common Stock upon vesting. These performance shares do not accrue quarterly dividends. Performance share award vests immediately on the grant date. |
| (5) | RSUs cliff vest on March 1, 2029. Each RSU represents the right to receive one share of Common Stock upon vesting, and does not expire. These RSUs accrue quarterly dividend equivalents in the form of additional RSUs representing common stock dividends as approved by the Issuer's board of directors, which vest on the same schedule as the underlying RSU award. |
| (6) | RSUs cliff vested on March 1, 2026. Each RSU represents the right to receive one share of Common Stock upon vesting, and does not expire. These RSUs accrue quarterly dividend equivalents in the form of additional RSUs representing common stock dividends as approved by the Issuer's board of directors, which vest on the same schedule as the underlying RSU award. |
| (7) | The RSU award acquired approximately 572 additional shares through automatic dividend reinvestment. |