Galera (GRTX) 10% Owner Nancy T. Chang Converts Preferred, Surrenders Shares

What Happened
Nancy T. Chang (reported as a 10% owner) had Series B Non‑Voting Convertible Preferred Stock mandatorily converted into common stock on May 15, 2026, resulting in 661,309 shares of Galera common stock being issued to her. No cash price or proceeds were reported for that conversion. On August 3, 2026 — the effective date of Galera’s merger into the Parent company — 47,434 shares (and 480 related derivative shares) were reported as “dispositions to the issuer” (no cash proceeds reported).

Key Details

• Transaction dates: May 15, 2026 (mandatory conversion); Aug 3, 2026 (disposition to issuer in connection with merger).
• Reported prices/values: conversion listed with no cash price (N/A or $0.00); dispositions show N/A (no cash proceeds reported).
• Shares involved: 661,309 shares acquired by conversion; 47,434 common shares and 480 derivative shares disposed to the issuer. Numbers reflect adjustments in the filing.
• Filing timeliness: The Form 4 covering the May 15 conversion was filed on Aug 5, 2026 — this indicates the May 15 transaction was reported late. The Aug 3 transaction was reported on Aug 5 (timely for an Aug 3 event).
• Footnotes of note:
  • F1: May 15 conversion was a board‑directed Mandatory Conversion of Series B Preferred Stock.
  • F2: Share figures were adjusted for a 1‑for‑200 reverse stock split effected July 12, 2026.
  • F3–F5: On Aug 3, Galera merged into the Parent; each Galera common share converted into 0.7019 Parent shares per the merger terms, and in‑the‑money options were converted per the merger formula.

Context

• The May 15 entries reflect a mandatory conversion of preferred stock into common — a corporate action, not an open‑market purchase or sale by the insider.
• The Aug 3 “disposition to the issuer” entries occurred at the merger effective time and are reported as transfers to the company/issuer (consistent with merger exchange, withholding or surrender mechanics described in the footnotes), not publicly executed sales.
• As a 10% owner (not an executive title listed), these filings document changes in beneficial ownership due to corporate events rather than discretionary trading by an officer.