AE INDUSTRIAL PARTNERS FUND II, LP 4

What Happened
AE Red Holdings, LLC (reported as a Director-related holder) converted 15,247,586 shares of common stock via a derivative conversion at $3.05 per share (value $46,505,137) and concurrently sold large blocks of common stock in open‑market/private transactions on May 18, 2026. The sales consisted of 5,659,509 shares (weighted avg. $14.50; range $13.01–$15.80) and 9,588,077 shares at $13.30, generating proceeds of approximately $209.6 million in aggregate. The filing also reports a separate derivative disposition of 46,505.13 shares (reported at $0.00, per the Form 4’s derivative line).

Key Details

• Transaction date: May 18, 2026; Form 4 filed May 20, 2026 (appears timely).
• Conversions (acquired): 15,247,586 shares @ $3.05 each = $46,505,137.
• Sales (disposed): 5,659,509 shares @ weighted $14.50 (range $13.01–$15.80) = $82,062,881; 9,588,077 shares @ $13.30 = $127,521,424. Total sale proceeds ≈ $209,584,305.
• Reported derivative disposal: 46,505.13 shares reported as disposed at $0.00 (related to Series A Convertible Preferred mechanics).
• Shares owned after transaction: not stated in the information provided in your summary.
• Notable footnotes: conversions relate to Series A Convertible Preferred Stock (dividend accrual, paid‑in‑kind feature, conversion optionality, anti‑dilution protections). Filers disclaim beneficial ownership except to the extent of pecuniary interest; voting/dispositive power is held via AE Industrial Partners entities and named managing members (see footnotes F1–F7).
• Filing timeliness: filed two days after the transaction date, consistent with Section 16 timing requirements.

Context

• The conversion was a derivative transaction (preferred → common) at a fixed conversion price subject to anti‑dilution adjustments; this is not an open‑market purchase but an exercise/convert event that increased common shares owned (and then some shares were sold).
• The large open‑market/private sales were reported as ordinary dispositions and do not by themselves indicate the holder’s view of the company; the combination of conversion plus immediate sales is commonly used for liquidity/portfolio management by institutional holders.
• AE Red Holdings is controlled through AE Industrial Partners funds and related entities (institutional investor), not disclosed as an individual executive trade.