Guardians of New Zealand Superannuation 4

4 · LanzaTech Global, Inc. · Filed Feb 18, 2026

AI-generated summary of this filing

Updated Feb 19, 2026

LanzaTech (LNZA) 10% Owner Guardians of NZ Buys Shares

What Happened

The reporting party is Guardians of New Zealand Superannuation (the manager/administrator of the New Zealand Superannuation Fund), a 10% owner of LanzaTech Global, Inc. The Guardians participated in a private placement (PIPE) on January 21, 2026, subscribing for 860,000 shares of common stock at $5.00 per share (total $4,300,000) and receiving an additional 109,858 bonus shares issued at $0 per the subscription agreement. This is a purchase (institutional acquisition) rather than a sale.

Key Details

Transaction date: January 21, 2026
Purchase: 860,000 shares @ $5.00 = $4,300,000
Bonus issuance: 109,858 shares @ $0.00 (bonus under subscription terms)
Shares owned after transaction: 1,302,492 common shares (reported prior holding 332,634 shares after the issuer’s 1-for-100 reverse split on Aug 18, 2025, plus the PIPE issuance)
Filing: Form 4 filed Feb 18, 2026 for a Jan 21 transaction — the filing appears late (may require explanation or amendment)
Footnotes: Transaction was a private placement pursuant to a Subscription Agreement; bonus shares were issued per that agreement. The reporting party is an institutional 10% owner, not an executive.

Context

This was an institutional PIPE subscription by a 10% owner (public pension fund manager), which is different from executive insider trades — it represents an investment by a large shareholder rather than a company officer’s personal trade. Purchases can be considered more informative than routine sales, but filings don’t disclose the fund’s motives.

Form 4

Period: 2026-01-21

10% Owner

Transactions

Purchase
Common Stock
[F1][F2]
2026-01-21$5.00/sh+860,000$4,300,000→ 1,192,634 total
Purchase
Common Stock
[F1][F2]
2026-01-21+109,858→ 1,302,492 total

Footnotes (2)

[F1]The shares were issued to the Guardians of New Zealand Superannuation as manager and administrator of the New Zealand Superannuation Fund, being property of His Majesty the King in right of New Zealand, in a private placement (the "PIPE Investment") pursuant to that certain subscription agreement, dated January 21, 2026 (the "Subscription Agreement"), by and between the Issuer and the reporting person. Pursuant to the PIPE Investment, the reporting person subscribed to and was issued 860,000 shares of common stock at a per share purchase price of $5.00 and was also issued 109,858 bonus shares under the terms of the Subscription Agreement.
[F2]On August 18, 2025, the issuer effected a 1-for-100 reverse stock split of all issued and outstanding shares of the issuer's common stock, resulting in the reporting person's ownership of common stock being reduced from 33,263,337 shares to 332,634 shares prior to the PIPE Investment.

Signature

/s/ Sarah Gold, Authorized Signatory|2026-02-18

1 file