Bao Zhoujia 4

What Happened

• Director Bao Zhoujia reported multiple transactions across March–July 2026, the largest being an open-market sale of 73,397 shares on 2026-07-02 for $25.00 per share, generating $1,834,925. Other actions included conversions of convertible securities (totaling 52,900 shares acquired), an award of 5,627 RSUs (reported at $0.00), an exercise of in‑the‑money derivative/option for 1,616 shares (acquired for $6.72 per share, $10,860), and a share withholding of 435 shares to cover tax/exercise costs ($10,875). Separately, on 2026-03-13 the issuer repurchased 127,523 of his shares for $4,876,106 as repayment of a promissory note (reported under Rule 16a-2(a)).

Key Details

• Transaction dates/prices:
  • 2026-03-13: Issuer repurchased 127,523 shares for $4,876,106 (footnote F2).
  • 2026-06-30: Conversion of derivative → 20,102 shares (no per-share price reported).
  • 2026-07-01: RSU grant of 5,627 shares @ $0.00 (vest rules noted in F4).
  • 2026-07-02: Conversion of derivative → 32,798 shares (no price reported).
  • 2026-07-02: Exercise acquired 1,616 shares @ $6.72 (≈ $10,860); simultaneous withholding of 435 shares @ $25.00 to cover taxes (≈ $10,875).
  • 2026-07-02: Open-market sale of 73,397 shares @ $25.00 = $1,834,925.
• Footnotes of note:
  • F1/F2 — the March 13 repurchase occurred prior to issuer registration and was a repayment for a promissory note.
  • F3/F6 — conversions tied to prior convertible note/preferred-stock conversion at IPO.
  • F4 — RSUs vest subject to service-based conditions.
  • F5 — share withholding was used to pay taxes on exercise (not an open-market sale).
• Shares owned after the transactions are not specified in the provided excerpt of the filing.
• Filing timeliness: The Form 4 was filed on 2026-07-02 covering transactions beginning 2026-03-13. This filing is late relative to the usual Form 4 two-business-day reporting requirement.

Context

• Several transactions indicate conversions of pre-IPO instruments (convertible note / preferred) into common stock and a small option/warrant exercise; part of the exercise proceeds/taxes were covered by withholding (a common cashless/sell-to-cover practice). The largest cash events were the March repurchase (issuer buyback for note repayment, $4.88M) and the July open-market sale ($1.83M). These are factual disclosures of transfers/conversions and do not by themselves indicate management’s market outlook.