Form 4 for Fertitta Tilman J filed 05/29/2026
FORM 4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
| OMB APPROVAL | |
|---|---|
| OMB Number: | 3235-0287 |
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (instr. 4) | 7. Nature of Indirect Beneficial Owning (instr. 4) | |||||||
| Code | V | Amount | (A) or (D) | Price | 5. Price of Derivative Security (instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (instr. 4) | 11. Nature of Indirect Beneficial Owning (instr. 4) | ||||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||
| 1. Title of Derivative Security (instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 2A. 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 Underlying Derivative Security (instr. 3 and 4) | 7. Price of Derivative Security (instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (instr. 4) | 11. Nature of Indirect Beneficial Owning (instr. 4) | |||
| Call Option (obligation to sell) | $118 | 05/27/2026 | S | 225,000 | 11/30/2026 | 11/30/2026 | Common Stock | 225,000 | $4.0767 | 225,000 | 1 | See footnotes(1)(2) | ||
| Call Option (obligation to sell) | $119 | 05/27/2026 | S | 225,000 | 11/30/2026 | 11/30/2026 | Common Stock | 225,000 | $3.8457 | 225,000 | 1 | See footnotes(1)(2) | ||
| Call Option (obligation to sell) | $120 | 05/28/2026 | S | 83,000 | 05/28/2026 | 12/18/2026 | Common Stock | 83,000 | $5.25 | 83,000 | 1 | See footnotes(1)(3) | ||
| Call Option (obligation to sell) | $120 | 05/28/2026 | S | 161,900 | 05/28/2026 | 12/18/2026 | Common Stock | 161,900 | $5.5005 | 161,900 | 1 | See footnotes(1)(4) |
| (City) | (State) | (Zip) |
|---|---|---|
| 1. Name and Address of Reporting Person* Hospitality Headquarters Inc | ||
| (Last) | (First) | (Middle) |
| C/O FERTITTA ENTERTAINMENT, INC. | ||
| 1510 WEST LOOP SOUTH | ||
| (Street) | ||
| HOUSTON | TX | 77027 |
| (City) | (State) | (Zip) |
| 1. Name and Address of Reporting Person* Fertitta Entertainment, LLC | ||
| (Last) | (First) | (Middle) |
| C/O FERTITTA ENTERTAINMENT, INC. | ||
| 1510 WEST LOOP SOUTH | ||
| (Street) | ||
| HOUSTON | TX | 77027 |
| (City) | (State) | (Zip) |
Explanation of Responses:
Mr. Fertitta is the sole shareholder of Fertitta Entertainment, Inc., which is the sole shareholder of Hospitality Headquarters, Inc. and the sole indirect owner of Fertitta Entertainment, LLC. As such, Mr. Fertitta may
Mr. Fertitta is the sole shareholder of Fertitta Entertainment, Inc., which is the sole shareholder of Hospitality Headquarters, Inc. and the sole indirect owner of Fertitta Entertainment, LLC. As such, Mr. Fertitta may be deemed to share beneficial ownership of the securities held of record by Fertitta Entertainment, Inc., Hospitality Headquarters, Inc. and Fertitta Entertainment, LLC.
The options are held of record by Hospitality Headquarters, Inc.
The options are held of record by Hospitality Headquarters, Inc.
The options are held of record by Fertitta Entertainment, LLC.
The options are held of record by Fertitta Entertainment, LLC.
The options are held of record by Mr. Fertitta.
The options are held of record by Mr. Fertitta.
| /s/ Tilman J. Fertitta | 05/29/2026 |
|---|---|
| Fertitta Entertainment, Inc., By:/s/ Paige Fertitta, President | 05/29/2026 |
| Hospitality Headquarters, Inc.,By:/s/ Paige Fertitta, President | 05/29/2026 |
| Fertitta Entertainment, LLC, By:/s/ Steve Scheinthal, VicePresident | 05/29/2026 |
| **Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
- 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).** Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).** Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. 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 Number.
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 Number.