Zamboni Alessandro 4

What Happened
Alessandro Zamboni, CEO of Nuburu, reported two acquisitions: (1) a grant/vesting of restricted stock units (RSUs) — 355,511 shares shown in the table (adjusted for a later 1-for-4.99 reverse split) that were granted Oct 1, 2025 and vested Oct 31, 2025 (reported value $0 in the table); and (2) an acquisition of 4,332,525 shares on Dec 31, 2025 reported as a purchase at $0.35 per share (total reported consideration $1,496,021). The Dec 31 transaction reflects conversion of two convertible promissory notes by Vanguard Holdings S.r.l., an entity owned by Zamboni, into common stock at a discount.

Key Details

• Transaction dates and types:
  • 2025-10-01: Grant/award (RSUs) — 355,511 shares (table adjusted for 2026 reverse split); vested Oct 31, 2025. (Footnote F1)
  • 2025-12-31: Purchase/conversion (code P) — 4,332,525 shares at $0.35 per share; reported consideration $1,496,021. (Footnote F2)
• Footnotes of note:
  • F1: Original grant was 1,774,000 RSUs (pre-split); numbers in table adjusted for a 1-for-4.99 reverse stock split effective March 2, 2026.
  • F2: Vanguard Holdings S.r.l. converted two promissory notes ($545,000 and $900,000 plus interest) into equity at a conversion price equal to a 33.33% discount to the 5‑day VWAP; share and price figures are split-adjusted in the table.
• Shares owned after the transactions: not specified in the Form 4 provided.
• Filing timeliness: Report filed 2026-04-22 for transactions in Oct and Dec 2025 — this filing was late (transactionTimeliness = 'L').

Context
The RSU entry reflects compensation that vested; the Dec 31 acquisition was a debt-to-equity conversion executed by an entity Zamboni owns (not an immediate open-market buy with cash from his brokerage). Purchases or conversions like this increase insider shareholding but do not, by themselves, explain the insider's motive.