Chen Gary 4

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.