Guardians of New Zealand Superannuation 4

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.