| Id | Content |
|---|---|
| F1 | This gift to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code was effected pursuant to a Rule 10b5-1 plan that was entered into by the reporting person on August 11, 2022. |
| F2 | Rule 10b5-1, promulgated under the Securities Exchange Act of 1934, allows executives of a company who are not in possession of material non-public information to establish pre-arranged plans to buy, sell, or otherwise transfer a specified number of shares of such company's stock. Once a plan is established, the executive does not retain or exercise any discretion over transfers of stock under the plan and the pre-planned transfers may be executed at later dates as set forth in the plan, without regard to any subsequent material non-public information related to the company that the executive may receive. |
| F3 | Includes shares distributed to the reporting person by grantor retained annuity trusts as discussed in footnotes (7) through (12), (19), (24) and (25) below. |
| F4 | Includes shares distributed to the reporting person's spouse by grantor retained annuity trusts as discussed in footnotes (13) through (17) and (20) through (23) below. |
| F5 | Shares held by Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person and his family. The reporting person continues to report beneficial ownership of all the shares held by Dunlap Holdings, LLC, but disclaims beneficial ownership of the shares held by Dunlap Holdings, LLC except to the extent of his pecuniary interest therein. |
| F6 | Shares held by Union Financial Services, Inc. ("UFS"), of which the reporting person is president and owns 50.0% of the outstanding capital stock. The reporting person continues to report beneficial ownership of all the shares held by UFS, but disclaims beneficial ownership of the shares held by UFS except to the extent of his pecuniary interest therein. |
| F7 | Shares held by a Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 2,931 shares on May 12, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F8 | Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 2,313 shares on May 12, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F9 | Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 1,362 shares on May 12, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F10 | Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 492 shares on May 12, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F11 | Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 840 shares on May 12, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F12 | Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 2 shares on May 12, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F13 | Shares held by a Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 4,261 shares on May 12, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F14 | Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 3,364 shares on May 12, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F15 | Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 1,980 shares on May 12, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F16 | Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 713 shares on May 12, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F17 | Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 1,218 shares on May 12, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F18 | Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F19 | Shares held by the Michael S. Dunlap Class B Grantor Retained Annuity Trust dated August 28, 2003, which reflect an annuity distribution from the trust to the reporting person of 5,120 shares on August 26, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F20 | Shares held by a Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 23,394 shares on October 17, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F21 | Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 5,917 shares on October 17, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F22 | Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 19,883 shares on October 17, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F23 | Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 12,311 shares on October 17, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F24 | Shares held by a Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 9,128 shares on December 19, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F25 | Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 6,482 shares on December 19, 2022. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F26 | Shares held by a Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. |
| F27 | Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. |
| F28 | Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. |
| F29 | Shares held by a Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person is the initial beneficiary. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F30 | Shares held by a separate Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person is the initial beneficiary. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F31 | Shares held by a separate Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person is the initial beneficiary. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
One of two Form 4s filed on December 22, 2022 for the reporting of a December 16, 2022 gift transaction included in this first Form 4. The second Form 4 includes additional holdings that could not be included in this first Form 4 due to a limitation on the number of line items that can be included per table in a single Form 4.