BRYNELSEN CHARLES 4

What Happened Charles Brynelsen, a director of Envoy Medical, reported purchases on 2026-02-12. He purchased 1,000,000 shares of Class A common stock at $0.40 per share for $400,000. The Form 4 also shows two derivative acquisitions totaling 1,600,000 units recorded at $0.00 (600,000 and 1,000,000 respectively); these are described in footnotes as warrants/options with specific exercise and expiration conditions.

Key Details

• Transaction date: 2026-02-12; Form 4 filed 2026-02-17 (filed 5 days after the reported transactions).
• Cash purchase: 1,000,000 shares @ $0.40 = $400,000.
• Derivatives: 600,000 and 1,000,000 derivative securities reported as acquired at $0.00 (see footnotes for terms).
• Shares owned after transaction: Not disclosed in the provided filing details.
• Notable footnotes:
  • F1: Certain options vesting schedule (46,875 vested 10/15/2023; 15,625 vest pro rata monthly over 36 months).
  • F2: Some instruments exercisable only upon shareholder approval to issue the underlying Class A shares.
  • F3/F4: Series A-1 and A-2 warrants have expirations tied to time limits and FDA milestones (PMA submission or approval).
• Filing timeliness: Appears late relative to the transaction date (filed 5 days after the trades); late Form 4s reduce near-term transparency.

Context

• The $400K cash purchase is a direct buy of common stock (often viewed as a stronger signal than gifts or routine sales, but it is not proof of future performance).
• The zero-price derivative entries indicate acquisition of rights (warrants/options) rather than an immediate cash exercise; footnotes show those rights have conditions (shareholder approval, FDA milestone-related expirations).
• No indication in the provided data that any shares were immediately sold (no cashless exercise noted).