HENDRIX RICHARD J 4

What Happened

• Richard J. Hendrix, a director and the managing member of the Sponsor, reported merger-related derivative conversions and an award. On 2026-06-18 he (1) converted 5,124,547 derivative securities (reported both as an acquisition and a corresponding disposition reflecting the conversion/reclassification) and (2) received a grant/award of 4,500,000 shares. No per-share price was reported (N/A) for these transactions; they arose in connection with the issuer’s merger and domestication. Footnotes indicate these securities were issued/converted under the Merger Agreement and domestication, some shares are subject to forfeiture, and 524,783 sponsor shares were forfeited back to the issuer per the Sponsor Letter Agreement.

Key Details

• Transaction date: June 18, 2026; Form filed: June 23, 2026 (filed after the reported transaction date).
• Transactions: conversion of 5,124,547 derivative shares (reported as both acquisition and disposition) and grant/award acquisition of 4,500,000 shares. Prices: N/A (merger/domiciliation and award).
• Forfeiture/vesting notes: up to 1,150,000 shares subject to forfeiture if stock-price thresholds unmet; 524,781 additional shares subject to forfeiture per the Sponsor Letter Agreement; 524,783 sponsor shares were forfeited back to the issuer (per footnote).
• Record ownership: the securities are held of record by the Sponsor. Hendrix is the Sponsor’s managing member and has voting/investment discretion; he disclaims beneficial ownership except to the extent of his pecuniary interest.
• Filing timeliness: the Form 4 was filed five days after the transaction date (appears to be late by one or more business days).

Context

• These were merger- and sponsorship-related conversions/awards (not open-market buys or sales). For retail investors, such corporate restructuring and sponsor-award items reflect deal mechanics and governance arrangements rather than a straightforward insider “buy” or “sell” signal. Derivative conversions here represent reclassification of sponsor/holder interests into common stock in connection with the merger and company domestication.