Item 9B. Other Information
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Item 9B. Other Information
Rule 10b5-1 Trading Plans
During the quarter ended December 2025, no directors or executive officers entered into, modified or terminated, contracts, instructions or written plans for the sale or purchase of Group Inc.’s securities that were intended to satisfy the affirmative defense conditions of Rule 10b5-1 or that constituted non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K).
Restatement of Certificate of Incorporation
On February 24, 2026, Group Inc. filed three Certificates of Elimination with the Secretary of State of the State of Delaware which, upon filing, had the effect of eliminating from its Restated Certificate of Incorporation all matters set forth therein with respect to shares of its 5.50% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series Q, 4.95% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series R and 4.40% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series S, which had previously been redeemed in full. Copies of each of the Certificates of Elimination are attached as Exhibits 3.3, 3.4 and 3.5 to this Form 10-K and incorporated by reference herein. A Restated Certificate of Incorporation reflecting these changes was filed with the Secretary of State of the State of Delaware on February 24, 2026, and a copy is attached as Exhibit 3.1 to this Form 10-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
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