Chen Gary 4
4 · AZIO AI HOLDINGS, INC. · Filed Jul 16, 2026
Research Summary
AI-generated summary of this filing
AZIO CPO Gary Chen Receives Merger Shares
What Happened
- Gary Chen, Chief Product Officer of Azio AI Holdings (AZIO), received merger consideration on July 2, 2026: 504,372 shares of common stock (reported at $0) and 199,557 derivative securities (Series A Non‑Voting Convertible Preferred Stock, reported at $0). These awards were issued under the Merger Agreement for the Azio transaction.
- Subsequent disposition: on July 14, 2026, 12,302 common shares and 4,867 derivative shares were sold (reported at $0). The sales were made by Milthea Company Inc. (the reporting person’s spouse is the sole stockholder) pursuant to a Stock Purchase Agreement with Aventric LLC. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest.
Key Details
- Transaction dates and reported prices:
- 2026-07-02: Acquired 504,372 common shares @ $0.00 (merger consideration).
- 2026-07-02: Acquired 199,557 Series A Preferred (derivative) @ $0.00 (merger consideration).
- 2026-07-14: Sold 12,302 common shares @ $0.00 (open market/private sale by Milthea Company Inc.).
- 2026-07-14: Sold 4,867 derivative shares @ $0.00 (open market/private sale by Milthea Company Inc.).
- Shares owned after the transactions: not specified in the provided Form 4 excerpt.
- Notable footnotes:
- F1/F2/F5: Shares and preferred stock were received as merger consideration under the Amended and Restated Agreement and Plan of Merger (July 2, 2026).
- F3/F4: Some reported shares were held/ sold by Milthea Company Inc., whose sole stockholder is the reporting person’s spouse; sales were pursuant to a Stock Purchase Agreement with Aventric LLC.
- F6/F7: The Series A Preferred is perpetual and, upon stockholder approval, will be convertible into common stock at a stated conversion (noted as 100-to-1 in the filing).
- Filing timeliness: The Form 4 was filed on July 16, 2026. The July 2 merger receipts were reported more than two business days after the transaction date (the filing appears late for those items).
Context
- These were not option exercises or tax-withholding events — the filing reports merger consideration (awarded shares and preferred stock) and subsequent sales by an affiliate vehicle. The Series A Preferred is a convertible, non‑voting instrument that can convert to common stock upon stockholder approval (as noted in the filing).
- The reporting person disclaims beneficial ownership of shares held by Milthea Company Inc. except to the extent of any pecuniary interest; sales by the spouse’s company do not necessarily reflect the insider’s direct trading intent.
Insider Transaction Report
Form 4
Chen Gary
Chief Product Officer
Transactions
- Award
Common Stock
[F3][F1][F2]2026-07-02+504,372→ 504,372 total(indirect: By Milthea Company Inc.) - Sale
Common Stock
[F4]2026-07-14−12,302→ 492,070 total(indirect: By Milthea Company Inc) - Award
Series A Preferred Stock
[F2][F3][F5][F6][F7]2026-07-02+199,557→ 199,557 total(indirect: By Milthea Company Inc.)Exercise: $0.00From: 2026-07-02→ Common Stock (199,557 underlying) - Sale
Series A Preferred Stock
[F4][F6][F7]2026-07-14−4,867→ 194,690 total(indirect: By Milthea Company Inc.)Exercise: $0.00From: 2026-07-14→ Common Stock (4,867 underlying)
Footnotes (7)
- [F1]Received as merger consideration pursuant to the Amended and Restated Agreement and Plan of Merger, dated July 2, 2026 ("Merger Agreement"), by and among the Issuer, EV-AZ Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub 1"), Azio AI, LLC, a wholly owned subsidiary of the Issuer ("Merger Sub 2"), and Azio AI Corporation ("Azio"). The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F2]Under the terms of the Merger Agreement, on July 2, 2026, Merger Sub 1 merged with and into Azio, with Azio surviving the first merger as a wholly owned subsidiary of the Issuer, and immediately following the first merger, Azio merged with and into Merger Sub 2, with Merger Sub 2 surviving the second merger as a wholly owned subsidiary of the Issuer (such mergers, collectively the "Merger"). Upon the closing of the Merger, outstanding shares of common stock of Azio were converted into the right to receive shares of the Issuer's common stock and Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock") in accordance with the Merger Agreement.
- [F3]Shares were acquired by Milthea Company Inc. of which the reporting person's spouse is the sole stockholder.
- [F4]The transaction was pursuant to the Stock Purchase Agreement, dated as of July 14, 2026, by and between Milthea Company Inc. ("Seller") and Aventric LLC ("Buyer"). The reporting person's spouse is the sole stockholder of the Seller. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F5]Received as merger consideration pursuant to the Merger Agreement. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F6]The Series A Preferred Stock will become convertible into 100 shares of common stock of the Issuer upon stockholder approval.
- [F7]The Series A Preferred Stock is perpetual and therefore has no expiration date.
Signature
Gary Chen|2026-07-16