SH Capital Partners, L.P. 4

What Happened

• Mark A. Cohen (reported as a 10% owner and board member) received a grant of 12,903 restricted stock units (RSUs) on June 4, 2026 (no cash paid). Those RSUs are contingent rights to one share each and vest on the earlier of the day before the next annual meeting or June 4, 2027.
• On June 8, 2026, 61,728 previously granted RSUs (from June 4, 2025) that vested on June 4, 2026 were transferred by Mr. Cohen to SH Capital Partners, L.P. as a gift for no consideration. The transfer is described as a bona fide gift and is treated as exempt for Section 16(b) short-swing liability purposes.

Key Details

• Transaction types: A = Award/Grant (12,903 RSUs at $0.00 on 2026-06-04); G = Gift (61,728 shares transferred on 2026-06-08).
• Price/Value: RSUs were granted at $0.00 (contingent units). The gift transfers were for no consideration; no dollar sale proceeds reported.
• Shares owned after transaction: The filing does not state an aggregate post-transaction share total. The securities are held for the benefit of SH Capital Partners, L.P.; Stone House Capital Management, LLC is the general partner/manager; Mr. Cohen is the managing member.
• Notable footnotes: June 2026 RSUs vest on earlier of (i) day before first annual meeting after grant or (ii) June 4, 2027 (F1). The June 2025 RSUs vested June 4, 2026 and were transferred as a bona fide gift to Partners on June 8, 2026, exempting them from Section 16(b) matching rules (F2). The filing is a joint statement with Partners and Stone House (F3–F6).
• Filing timeliness: Form filed June 8, 2026 for transactions on June 4–8, 2026; the form does not state a late-filing flag.

Context

• RSUs are conditional rights to receive shares upon vesting; receiving an RSU grant is not a cash purchase and is typically part of compensation/board service.
• The 61,728-share transfer was a gift to an associated investment vehicle (SH Capital Partners), which is not a market sale and does not necessarily signal the insider’s view of the stock.
• As a reported 10% owner and through affiliated entities, these transfers reflect institutional/ownership structuring rather than routine open-market trades by an unrelated executive.