12/30/2025 | Press release | Distributed by Public on 12/30/2025 17:28
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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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Parker Lance K 822 BISHOP STREET HONOLULU, HI 96813 |
X | Pres./Chief Executive Officer | ||
| /s/ Lance K. Parker | 12/30/2025 | |
| **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 shares of the Issuer's common stock underlying performance share units ("PSUs") with performance periods ending in calendar years 2026 and 2027 (each at 90%) that were eligible to vest based on the Issuer's relative total shareholder return or financial metrics, as applicable, over the relevant performance period. On December 29, 2025, the Board of Directors of the Issuer accelerated the vesting of the PSUs based on a determination of current performance against the goals in order to mitigate the adverse impact to the Issuer and the reporting person of Section 280G of the Internal Revenue Code in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated December 8, 2025, by and among the Issuer, Tropic Purchaser LLC, a Delaware limited liability company ("Parent") and Tropic Merger Sub LLC, a Hawaii limited liability company and wholly owned subsidiary of Parent. |
| (2) | Represents common stock withheld by the Issuer to cover tax withholding obligations arising from the vesting of previous grants of restricted stock units and performance share units. |