Mercury HoldCo AS 4

What Happened

• Akastor ASA (the reported 10% owner, through its subsidiaries) completed a set of pre-IPO corporate-reorganization transactions on April 2, 2026. As part of the arrangement, Akastor disposed of two blocks of 1,050,000 B.V. voting shares at $9.40 per share (two disposals of $9,870,000 each; $19,740,000 total). Simultaneously, Akastor’s subsidiaries received two issuances of 8,144,374 shares of the Issuer’s Class B common stock (recorded as acquisitions at $0 in the Form 4 because they were received in the reorganization/exchange), for a total of 16,288,748 Issuer Class B shares.
• Several other entries in the filing reflect recapitalization and conversion steps (voting B.V. shares converted to non‑voting B.V. shares and related derivative exchange rights). These derivative entries are non‑cash reorganizational adjustments rather than open‑market trades.

Key Details

• Transaction date: April 2, 2026. Price for the cash proceeds: $9.40 per share on the two 1,050,000 disposals (total cash received $19,740,000).
• Shares received: Two acquisitions of 8,144,374 Issuer Class B shares (total 16,288,748 Issuer Class B shares) recorded as part of the reorganization.
• Derivative/zero-dollar entries: Multiple $0 entries reflect recapitalization (conversion of voting B.V. shares to non‑voting B.V. shares) and exchangeable rights; these are organizational/derivative adjustments, not cash market purchases.
• Footnotes: The filing explains a stock split, recapitalization, sale of the 1,050,000 voting shares to the Issuer for cash, and issuance of Class B common stock in exchange for relinquishing voting rights. Akastor holds indirect pecuniary interests through several subsidiaries and may be deemed to share beneficial ownership.
• Exchange rights: Under an Exchange Agreement, Akastor can exchange one Issuer Class B share plus corresponding non‑voting B.V. shares for cash or Class A common stock on a one‑for‑one basis after the IPO lock-up ends (currently Sept 27, 2026); these rights do not expire.
• Filing timeliness: Transaction and report date are the same (Apr 2, 2026), so this appears timely. Transaction code used: J (other acquisition/disposition).

Context

• This filing documents institutional recapitalization and a synthetic secondary tied to the company going public — not a routine open‑market trade by an individual executive. The cash receipts (the two 1,050,000‑share disposals) reflect coordinated pre-IPO transactions, while the $0 acquisitions and derivative entries reflect stock conversions and exchange rights.
• For retail investors: these are corporate reorganization moves by a major shareholder and related entities. They change the form of Akastor’s holdings (voting vs. non‑voting and Issuer Class B shares) and create exchangeable rights, but do not necessarily signal typical insider buying or selling based on company outlook.