Harris Laurie 4

What Happened

• Director Laurie reported dispositions on 2026-02-13: a total of 56,221 shares were surrendered to the issuer pursuant to the Merger Agreement. That total includes 49,521 common shares and 6,700 derivative shares (options). Under the merger, each share was converted into $9.00 in cash, producing about $505,989 in gross consideration. This was a corporate transaction (shares cancelled in the merger), not an open-market sale.

Key Details

• Transaction date: February 13, 2026. Report filed 2026-02-13.
• Price / consideration: $9.00 per share under the Merger Agreement (total ≈ $505,989).
• Share breakdown: 49,521 common shares + 6,700 derivative shares (reported as dispositions).
• Shares owned after transaction: effectively zero — all outstanding common shares were cancelled at the Effective Time.
• Footnotes of note:
  • F1: Dispositions occurred pursuant to the Agreement and Plan of Merger; all outstanding common stock cancelled and converted to $9.00 per share.
  • F4/F5: All outstanding options vested at the Effective Time; vested options were cancelled and converted into cash payments equal to (Merger Consideration − exercise price) × vested shares, but any option with an exercise price ≥ $9.00 had no value and was cancelled for no consideration.
  • F2: Reported share counts reflect a one‑for‑nine reverse split (Dec 11, 2023); fractional shares were rounded up.
  • F3: Some indirect shares reported are held by the reporting person’s spouse.
• Filing timeliness: filed on the transaction date; no late filing indicated.

Context

• This was a merger-driven cash-out, not a voluntary insider sale; proceeds reflect the merger consideration rather than insider sentiment. The derivative entries reflect option cancellations and cash‑out calculations under the deal (not separate option exercises or open-market trades).