Filing Details

This Amendment No. 31 ("Amendment No. 31") amends the Schedule 13D initially filed on July 24, 1996 (together, with all amendments thereto, the "Schedule 13D") and is filed to report changes in the beneficial ownership of shares by David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith, each of whom is a member of the Group, as defined in the Schedule 13D. Item 4 of this Schedule 13D is amended by adding the following: The Group is filing this Amendment No. 31 to report a decrease in the percentage of shares beneficially owned by the Group due to an increase in the outstanding shares of the Issuer.

Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows: The paragraphs below set forth the aggregate number and percentage of shares of Class A Common Stock and Class B Common Stock owned individually by each member of the Group as of April 14, 2025. Holders of Class B Common Stock may exchange their shares of Class B Common Stock into Class A Common Stock at any time and therefore, each share of Class B Common Stock represents beneficial ownership of one share of Class A Common Stock. Except as noted, each person has sole power to vote or direct the vote and to dispose or direct the disposition of all of the shares set forth below and no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. By virtue of the Stockholders' Agreement dated June 1, 2023, by and among David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith (the "Stockholders' Agreement"), each member of the Group is required to vote all of his Class A Common Stock and Class B Common Stock in favor of the other members of the Group to cause their election as directors. Each member may be deemed to beneficially own the shares of Common Stock individually owned by the other members. Nevertheless, each member of the group disclaims beneficial ownership of the shares owned by the other members of the group. The percentage of shares and total voting power of Class A Common Stock and Class B Common Stock is based on 45,769,784 shares of Class A Common Stock and 23,775,056 shares of Class B Common Stock outstanding as of March 17, 2025, as reported in the Issuer's PRE 14A filed with the Securities and Exchange Commission on April 14, 2025. In addition, shares issuable pursuant to currently exercisable SARs based on the closing value of a share of Class A Common Stock on April 14, 2025 of $14.40 are deemed to be issued and outstanding and have been treated as outstanding in calculating and determining the beneficial ownership and percentage ownership of those persons possessing those securities, but not for any other individuals. David D. Smith beneficially owns 6,911,072 shares (29.1%) of Class B Common Stock and 10,408,391 shares (19.7%, if he converted his shares of Class B Common Stock to Class A Common Stock and the other reporting persons did not) of Class A Common Stock. Class A Common Stock includes (1) 6,911,072 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock, including 4,000,000 shares of Class B Common Stock held in several irrevocable trusts established by David D. Smith for the benefit of family members, (2) 338,400 shares of Class A Common Stock held in irrevocable trusts established by David D. Smith, (3) 803,178 shares of Class A Common Stock held in trust for the David D. Smith Family Foundation, (4) 162,553 shares of Class A Common Stock in a limited liability company controlled by David D. Smith, (5) 1,526,029 shares of Class A Common Stock, (7) 18,936 shares of Class A Common Stock held in the 401(k) Plan, (8) 598,698 shares of restricted Class A Common Stock, and (9) and 49,525 shares of Class A Common Stock issuable upon exercise of SARs. Frederick G. Smith beneficially owns 3,000,000 shares (12.6%) of Class B Common Stock and 3,504,756 shares (7.2%, if he converted his shares of Class B Common Stock to Class A Common Stock and the other reporting persons did not) of Class A Common Stock. Class A Common Stock includes (1) 3,000,000 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock, (2) 300,000 shares of Class A Common Stock held in irrevocable trusts established by Frederick Smith for the benefit of family members, (3) 189,000 shares of Class A Common Stock, and (4) 15,756 shares of Class A Common Stock held in the 401(k) Plan. J. Duncan Smith beneficially owns 6,538,740 shares (27.5%) of Class B Common Stock and 6,581,118 shares (12.6%, if he converted his shares of Class B Common Stock to Class A Common Stock and the other reporting persons did not) of Class A Common Stock. Class A Common Stock includes (1) 6,538,740 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock, including 1,232,054 shares of Class B Common Stock held in irrevocable trusts established by J. Duncan Smith for the benefit of family members, (2) 22,580 shares of Class A Common Stock held in custodial accounts established by J. Duncan Smith for the benefit of family members, of which he is the custodian, (3) 185 shares of Class A Common Stock, and (4) 19,613 shares of Class A Common Stock held in the 401(k) Plan. Robert E. Smith beneficially owns 6,180,104 shares (26.0%) of Class B Common Stock and 6,264,700 shares (12.1%, if he converted his shares of Class B Common Stock to Class A Common Stock and the other reporting persons did not) of Class A Common Stock. Class A Common Stock includes (1) 6,180,104 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock, including 121,750 shares of Class B Common Stock held in a trust established by Robert E. Smith for the benefit of family members, (2) 79,629 shares of Class A Common Stock, (3) 4,000 shares of Class A Common Stock in a jointly held account with immediate family members, and (4) 967 shares of Class A Common Stock held in the 401(k) Plan. The Reporting Persons as a Group (4 persons) beneficially own 22,629,916 shares (95.2%) of Class B Common Stock and 26,758,965 shares (39.1%, if they all converted their shares of Class B Common Stock to Class A Common Stock) of Class A Common Stock. Holders of Class A Common Stock are entitled to one vote per share and holders of Class B Common Stock are entitled to ten votes per share except for votes relating to going private and certain other transactions. Holders of both classes of Common Stock will vote together as a single class on all matters presented for a vote, except as otherwise may be required by Maryland law, and holders of Class B Common Stock may exchange their shares of Class B Common Stock into Class A Common Stock at any time. The voting power David D. Smith, Frederick G. Smith, J. Duncan Smith, Robert E. Smith, and the Reporting Persons as a Group would have on the matters on which shares of Class B Common Stock have ten votes per share is 25.6%, 10.8%, 23.1%, 21.8%, and 81.3%, respectively. The voting power David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith would have on matters on which the shares of Class B Common Stock have ten votes per share if he converted his shares of Class B Common Stock to Class A Common Stock and the other reporting persons did not is 4.7%, 1.4%, 2.9%, and 2.7%, respectively. The voting power the reporting persons as a group would have if they all converted their shares of Class B Common Stock into shares of Class A Common Stock is 33.5%.

David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith all have Sole Voting Power with respect to 0 shares, Shared Voting Power with respect to 26,758,965 shares, and Shared Dispositive Power with respect to 0 shares. David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith have Sole Dispositive Power with respect to 10,408,391, 3,504,756, 6,581,118, and 6,264,700 shares, respectively.

The following sets forth information regarding transactions in shares by each member of the Group in the past 60 days, although none of these transactions resulted in a change in beneficial ownership. David D. Smith acquired 288,392 shares on February 28, 2025 in a grant of restricted Class A Common Stock. David D. Smith disposed of 139,294 shares at $13.87 per share on February 28, 2025 in a payment of tax liability upon vesting of restricted Class A Common Stock using a portion of Class A Common Stock. David D. Smith acquired 38,410 shares of Class A Common Stock at $14.0131 per share on March 3, 2025. David D. Smith acquired 53,126 shares of Class A Common Stock at $13.7275 per share on March 4, 2025. David D. Smith acquired 30,296 shares of Class A Common Stock at $14.093 per share on March 5, 2025. David D. Smith acquired 22,752 shares of Class A Common Stock at $14.2769 per share on March 6, 2025. David D. Smith acquired 67,131 shares of Class A Common Stock at $13.9615 per share on March 10, 2025. David D. Smith acquired 39,896 shares of Class A Common Stock at $13.9359 per share on March 11, 2025. David D. Smith acquired 42,595 shares of Class A Common Stock at $14.0781 per share on March 12, 2025. David D. Smith acquired 61,591 shares of Class A Common Stock at $15.7913 per share on March 18, 2025. David D. Smith acquired 4,638 shares of Class A Common Stock at $15.90 per share on March 19, 2025. David D. Smith acquired 4,616 shares of Class A Common Stock at $16.4422 per share on March 20, 2025. David D. Smith acquired 92,664 shares of Class A Common Stock at $17.1058 per share on March 21, 2025. David D. Smith acquired 17,902 shares of Class A Common Stock at $16.4463 per share on March 24, 2025. David D. Smith acquired 125,197 shares of Class A Common Stock at $14.9807 per share on April 3, 2025. David D. Smith acquired 125,197 shares of Class A Common Stock at $13.902 per share on April 4, 2025. David D. Smith acquired 7,719 shares of Class A Common Stock at $13.20 per share on April 7, 2025. David D. Smith acquired 122,072 shares of Class A Common Stock at $13.6581 per share on April 8, 2025. David D. Smith acquired 63,073 shares of Class A Common Stock at $12.907 per share on April 9, 2025.

Not applicable.

Not applicable.

(1) Joint Filing Agreement. (2) Stockholders' Agreement dated June 1, 2023 by and among David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith (Incorporated by reference from the Issuer's Current Report on Form 8-K filed on June 1, 2023).