Yang Jenny 4

What Happened

• Jenny Yang, Chief Administrative Officer of AZIO AI Holdings, Inc. (AZIO), received securities in connection with the July 2, 2026 merger and acquired additional securities via stock purchase agreements on July 14, 2026.
  • July 2, 2026 (merger consideration): 123,018 shares acquired at $0.00 and 48,673 derivative shares (Series A Non‑Voting Convertible Preferred Stock) acquired at $0.00.
  • July 14, 2026 (stock purchase agreements): 24,604 shares acquired at $0.00 and 9,734 derivative shares acquired at $0.00.
• Reported amounts sum to 147,622 common-share equivalents and 58,407 preferred-linked units (total 206,029 securities). The filing reports $0 purchase price for these transactions (per the Form 4 entries and footnotes).

Key Details

• Transaction dates and reported prices:
  • 2026-07-02: Grant/award from merger — 123,018 common @ $0.00; 48,673 Series A Preferred @ $0.00.
  • 2026-07-14: Purchases under Stock Purchase Agreements — 24,604 common @ $0.00; 9,734 Series A Preferred @ $0.00.
• Series A Preferred notes:
  • The Series A Non‑Voting Convertible Preferred Stock was issued as part of the merger consideration (F2, F4).
  • Per the filing, the Series A Preferred “will become convertible into 100 shares of common stock of the Issuer upon stockholder approval” (F5) and is perpetual (no expiration) (F6).
• Ownership/disclaimer: The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest (F1, F3, F4). The July 14 purchases were made via an entity (Buyer) of which Ms. Yang is the sole member (F3).
• Filing timeliness: The Form 4 was filed on 2026-07-16. The July 14 transactions were reported within the typical 2‑business‑day window; the July 2 merger-related entries were reported later than the 2‑business‑day requirement (reported 14 days after the July 2 transaction).
• Shares owned after the transactions: The filing does not disclose total beneficial ownership following these transactions (only the amounts acquired are shown).

Context

• The derivative items are Series A preferred shares, not immediate common stock — conversion into common is contingent on stockholder approval and is not automatic at closing.
• The reported $0.00 prices reflect the mechanics of the merger consideration and the specific stock purchase agreements described in the footnotes; they do not necessarily mean no economic value was exchanged.
• The reporting person’s disclaimer and use of a purchasing entity mean these holdings may reflect indirect/limited pecuniary interest rather than direct beneficial ownership.