Florence Anthony A. Jr. 4

What Happened Florence Anthony A. Jr., reported as a 10% owner, made two purchases on March 10, 2026: 207,100 shares at $11.11 each for $2,300,881, and 242,945 pre‑funded warrants at $11.11 each for $2,698,876 (a derivative acquisition). Combined, the transactions represent 450,045 securities purchased for approximately $4,999,757 (~$5.0M). These were purchases (acquisitions), not sales.

Key Details

• Transaction date(s) and price(s): March 10, 2026; both at $11.11 per security.
• Share counts and values: 207,100 shares = $2,300,881; 242,945 pre‑funded warrants = $2,698,876; total ≈ $4,999,757.
• Instrument types: one purchase of common shares (P) and one purchase of pre‑funded warrants (derivative, marked as P).
• Source/footnotes:
  • F1: Acquired from the issuer pursuant to a Subscription Agreement dated March 9, 2026.
  • F3: The pre‑funded warrants are exercisable at any time but include an ownership cap — they may not be exercised to the extent exercise would cause the holder (and affiliates) to exceed 9.99% of outstanding common stock immediately after exercise (holder may increase/decrease that cap, with 61 days' notice, up to 19.99%).
  • F2 (disclosure): The reporting person is a manager of NEA 17 GP, LLC and disclaims beneficial ownership to the extent they have no pecuniary interest in securities held by NEA 17 (indicates complex ownership/managerial relationships).
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Filing timeliness: Form filed Mar 12, 2026 for transactions on Mar 10, 2026 — appears timely (Form 4 is typically due within two business days).

Context

• Pre‑funded warrants are a derivative that can be converted into common stock (usually used to allow an immediate economic interest while limiting the initial share count); here they carry an exercise/ownership cap to prevent exceedance of a ~10% ownership threshold unless adjusted.
• This filing is by a 10% owner (institutional/large holder disclosure). That status differs from routine executive buys/sells and often reflects an institutional investment decision rather than day‑to‑day executive compensation or tax‑related sales.