07/02/2026 | Press release | Distributed by Public on 07/02/2026 19:58
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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 | ||||||||
| Series C Preferred Stock | $ 0 (3) | 07/01/2026 | D(4) | 858.5403 | 07/07/2026(3) | (5) | Common Stock | 858,540 | $ 0 | 1,205.2825 | I | See footnote(6) | |||
| Series D Preferred Stock | $ 0 (7) | 07/01/2026 | A(4) | 858.5403 | 07/01/2026 | (5) | Common Stock | 858,540 | $ 0 | 858.5403 | I | See footnote(6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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FAIRBAIRN EMILY C/O CORVEX, INC. 3401 NORTH FAIRFAX DRIVE, SUITE 3230 ARLINGTON, VA 22226 |
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| /s/ Emily Fairbairn by Mark R. Busch, attorney-in-fact | 07/02/2026 | |
| **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) | Represents a grant of time-based restricted stock units that vest in three equal annual installments from the grant date. |
| (2) | As a result of the Company's stock dividend, each share of Common Stock issued and outstanding at the close of business on March 30, 2026 was automatically converted into 1.358 shares of Common Stock and was distributed on approximately April 6, 2026. The amounts reported on this Form 4 reflect the impacts of such stock dividend. |
| (3) | The shares of Series C Preferred Stock will convert at a conversion ratio of 1 to 1000 shares of common stock on July 7, 2026. |
| (4) | On July 1, 2026, the Reporting Person exchanged 858.5403 shares of Series C Preferred Stock for 858.5403 shares of Series D Preferred Stock on a one-for-one basis pursuant to an Exchange Agreement entered into with the Issuer. |
| (5) | The preferred stock is perpetual and therefore has no expiration date. |
| (6) | The securities are held by the Moira Partners, LLC. Emily Fairbairn is the Managing Member of Moira Partners and has voting and investment power over the securities held by Moira Partners. Ms. Fairbairn disclaims beneficial ownership of the securities held by Moira Partners, except to the extent of her pecuniary interest therein. |
| (7) | The shares of Series D Preferred Stock will convert at a conversion ratio of 1 to 1000 shares of common stock upon the delivery of a conversion notice by the Reporting Person to the Issuer. |