4: Statement of changes in beneficial ownership of securities
Published on
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| 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. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Mobility Global Inc. [ MBGL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2026 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 Ownership (Instr. 4) | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/01/2026(1)(2) | A | 82,437(3) | A | (3) | 99,734(4) | D | |||
| Common Stock | 07/01/2026(1)(2) | A | 136,628(5) | A | (5) | 236,362(4) | D | |||
| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On July 1, 2026, 2026, S&P Global Inc. ("S&P Global") completed a pro-rata spinoff distribution ("Spin-Off") of all of its shares of Issuer common stock to the holders of record of S&P Global's common stock on June 15, 2026 (the "Record Date"). |
| 2. In connection with the Spin-Off, pursuant to the terms of the Employee Matters Agreement, dated as of June 30, 2026, by and between S&P Global and the Issuer and the anti-dilution adjustment provisions under the applicable S&P Global equity incentive plans, certain restricted stock units and performance-based restricted stock units with respect to S&P Global common stock ("S&P Global RSUs" and "S&P Global PSUs", as applicable) were equitably adjusted and converted into restricted stock units with respect to Issuer common stock ("Mobility RSUs"), based on the quotient of (i) the one-day volume weighted average price ("VWAP") of S&P Global common stock on June 30, 2026 and (ii) the one-day VWAP of Issuer common stock on July 1, 2026 (such adjustment, the "Equity Award Conversion"). |
| 3. Represents the grant of Mobility RSUs upon the conversion of S&P Global RSUs held by the Reporting Person as of immediately prior to the Spin-Off pursuant to the Equity Award Conversion. The Mobility RSUs were granted pursuant to the Issuer's 2026 Long Term Incentive Plan (the "Mobility Plan") and are generally subject to the same terms and conditions as applied to the corresponding S&P Global RSUs. The Mobility RSUs are subject to vesting as follows: (i) 5,445 are scheduled to vest in substantially equal installments on each of December 31, 2026 and December 31, 2027, (ii) 3,456 are scheduled to vest in full on December 31, 2026, and (iii) 73,536 are scheduled to vest in substantially equal installments on each of March 1, 2027, March 1, 2028 and March 1, 2029, in each case, subject to the terms of each applicable S&P Global award agreement. |
| 4. Includes shares of Issuer common stock received in connection with the Spin-Off in respect of shares of S&P Global common stock held as of the Record Date. |
| 5. Represents the grant of Mobility RSUs upon the conversion of S&P Global PSUs held by the Reporting Person as of immediately prior to the Spin-Off pursuant to the Equity Award Conversion, with the applicable performance goals deemed achieved at actual performance levels through July 1, 2026. The Mobility RSUs were granted pursuant to the Mobility Plan and are generally subject to the same terms and conditions as applied to the corresponding S&P Global PSUs (except that any performance conditions have been waived). The Mobility RSUs are subject to vesting as follows: (i) 78,980 are scheduled to vest in full on December 31, 2026, and (ii) 57,648 are scheduled to vest in full on December 31, 2027, in each case, subject to the terms of each applicable S&P Global award agreement. |
| /s/ Taptesh (Tasha) K. Matharu, attorney-in-fact for Scott Fredericks | 07/06/2026 | |
| ** 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.
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.