KHOSLA VINOD 4

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.