KHOSLA VINOD 4
4 · LanzaTech Global, Inc. · Filed Jan 29, 2026
Research Summary
AI-generated summary of this filing
LanzaTech (LNZA) 10% Owner Vinod Khosla Converts Preferred, Receives Warrant
What Happened
- Vinod Khosla (reported as a 10% owner) reported that on Jan 21, 2026 twenty million (20,000,000) shares of Series A Convertible Senior Preferred Stock he held (purchased for $40,000,000) were automatically converted into 3,250,322 shares of LanzaTech common stock. The preferred conversion is reported as a derivative "disposition" and resulted in the acquisition of 3,250,322 common shares.
- At the same time he (through an entity he controls) received a warrant to purchase 7,800,000 common shares at an exercise price of $0.0000001 per share; the warrant is exercisable through Dec 31, 2026 and will be automatically cashless/net-exercised at expiration.
Key Details
- Transaction date: Jan 21, 2026. Form filed: Jan 29, 2026 (8 days after the transaction).
- Original preferred purchase: 20,000,000 Series A preferred for $40,000,000 (aggregate).
- Common shares received on conversion: 3,250,322 (reflects conversion terms and prior 1-for-100 reverse split).
- Warrant: 7,800,000 Warrant Shares; exercise price $0.0000001/share; exercisable until 5:00 PM ET on Dec 31, 2026; will be automatically cashless/net-exercised at expiry.
- Holdings after reported transactions: 3,250,322 common shares plus a warrant covering 7,800,000 shares held of record by an entity owned/controlled by Khosla (reporting person disclaims direct beneficial ownership except to extent of pecuniary interest).
- Filing timing: appears 8 days after the Jan 21 transactions (may be a late Form 4 filing for Section 16 purposes).
Context
- This filing reflects a conversion of preferred stock into common stock (a non-open-market corporate action) and the issuance/receipt of a warrant — not an open-market sale of common shares. The warrant’s automatic cashless exercise means any future share receipt at expiration may be settled net rather than requiring cash payment. As a 10% owner, Khosla’s transactions reflect major-investor activity rather than routine employee trading.
Insider Transaction Report
Form 4
KHOSLA VINOD
10% Owner
Transactions
- Conversion
Common Stock
[F1]2026-01-21+3,250,322→ 3,678,998 total - Conversion
Series A Convertible Senior Preferred Stock
[F2][F3]2026-01-21−20,000,000→ 0 total(indirect: See footnote)→ Common Stock (3,250,322 underlying) - Purchase
Warrant Shares
[F4][F3]2026-01-21+7,800,000→ 7,800,000 total(indirect: See footnote)→ Common Stock (7,800,000 underlying)
Footnotes (4)
- [F1]Represents shares of common stock of the Issuer following the conversion of 20,000,000 shares of the Issuer's preferred stock designated as "Series A Convertible Senior Preferred Stock," par value of $0.0001 per share ("Preferred Stock"). Pursuant to the Second Amended & Restated Certificate of Designation of Series A Preferred Stock of LanzaTech Global, Inc. (the "Second A&R COD"), these shares of Preferred Stock were automatically converted into the aggregate of 3,250,322 fully paid and non-assessable shares of the Issuer's common stock, par value $0.0000001 (the "Common Stock") on January 21, 2026. This further reflects the effect of a 1-for-100 reverse stock split implemented by the Company on August 18, 2025.
- [F2]Represents 20,000,000 shares of the Issuer's Preferred Stock, purchased for an aggregate purchase price of $40,000,000. These shares of Preferred Stock were automatically converted into the aggregate of 3,250,322 shares of the Issuer's Common Stock pursuant to the Second A&R COD on January 21, 2026.
- [F3]Consists of securities held of record by an entity owned or controlled by the Reporting Person. The Reporting Person may be deemed to possess voting and investment control over such securities held by such entities, and the Reporting Person may be deemed to have indirect beneficial ownership of such securities held by such entity. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- [F4]Reflects the issuance of a warrant (the "Warrant") to purchase 7,800,000 shares of Common Stock at an exercise price equal to $0.0000001 per share (the "Warrant Shares"), which is exercisable at any time prior to 5:00 p.m. New York City time on December 31, 2026 (the "Expiration Time") and will be automatically exercised on a cashless, net-exercise basis immediately prior to the Expiration Time. The Warrant was issued pursuant to that certain Series A Convertible Senior Preferred Stock Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") entered into between the Company and LanzaTech Global SPV, LLC on May 7, 2025.
Signature
/s/ John J. Demeter, as attorney in fact for Vinod Khosla|2026-01-29