Young Chris J. 4

What Happened

• Chris J. Young, CEO of AZIO AI Holdings, Inc. (AZIO), received merger consideration on July 2, 2026: 504,372 shares of common stock (reported as acquisition at $0.00) and 199,557 shares of Series A Non-Voting Convertible Preferred Stock (reported as a derivative acquisition at $0.00).
• On July 14, 2026, he (or an entity for which he is the sole member) disposed of 12,302 common shares and 4,867 derivative shares in open-market/private sale transactions (both reported at $0.00). Reported dollar amounts on the Form 4 are $0, reflecting issuance/conversion mechanics rather than a cash purchase price in the filing.

Key Details

• Transaction dates and reported prices:
  • 2026-07-02: Received 504,372 common shares @ $0.00 (merger consideration).
  • 2026-07-02: Received 199,557 Series A Preferred shares (derivative) @ $0.00 (merger consideration).
  • 2026-07-14: Sold 12,302 common shares (open market/private sale) @ $0.00 (reported).
  • 2026-07-14: Sold 4,867 derivative shares (open market/private sale) @ $0.00 (reported).
• Shares owned after transactions: not specified in this report.
• Notable footnotes:
  • The July 2 receipts were merger consideration under the Amended and Restated Agreement and Plan of Merger (Azio merger). Outstanding Azio common stock converted into AZIO common stock and Series A Preferred Stock.
  • The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest (standard language).
  • The July 14 sale was pursuant to a Stock Purchase Agreement between Accel Venture III LLC (Seller) and Aventric LLC (Buyer); Young is sole member of the seller entity.
  • Series A Preferred: perpetual (no expiration) and, per the filing, will become convertible into 100 shares of common stock upon stockholder approval.
• Filing timeliness: Form 4 was filed July 16, 2026. The July 2 transaction was reported well after that date and appears to be filed late relative to the usual two-business-day Form 4 deadline; the July 14 sale was reported within the typical two-business-day window.

Context

• The major receipts were merger consideration, not market purchases—these are corporate-transaction-driven issuances rather than a personal cash buy. The Series A Preferred shares are convertible into common shares only upon stockholder approval and are perpetual preferred instruments, so they function differently from immediate common-stock holdings.
• The July 14 disposals were executed via an entity where Young is the sole member; he disclaims beneficial ownership beyond pecuniary interest, which is common when transactions are routed through affiliated entities.
• No cash values were reported on the Form 4 for these items; that reflects the nature of the merger consideration and conversion mechanics rather than typical priced trades.