JOHNSON SABRINA MARTUCCI 4

What Happened
Sabrina Johnson Martucci, Chief Executive Officer and a director of Dare Bioscience (DARE), subscribed on Feb 18, 2026 to acquire 10,800 Investor Units in the company's Regulation A offering. She paid $5.00 per Unit (total cash $54,000). Each Unit includes one share of Series A Convertible Preferred Stock (initially convertible into two shares of common stock) and two warrants to purchase one share of common stock each. The Form 4 reports 10,800 preferred-equivalent securities and 21,600 common-equivalent securities (2 common per preferred).

Key Details

• Transaction date: Feb 18, 2026; Form 4 filed Feb 20, 2026 (timely).
• Price: $5.00 per Unit; total cash paid = $54,000 (10,800 Units × $5).
• Reported amounts: 10,800 Preferred shares (derivative) and 21,600 common-share equivalents (derivative, from 2:1 conversion).
• Footnotes: securities were subscribed for on Feb 18 and will be issued when the issuer accepts the subscription (F1); the preferred is convertible/exercisable any time after issuance (F2); the Series A preferred is perpetual with issuer redemption/conversion rights (F3); each Unit includes two warrants (F4); applicable warrants expire 36 months after issuance (F5).
• Shares owned after the transaction are not provided in the excerpt of the filing.

Context
This was a purchase/subscription in a Regulation A offering (not an open-market buy). The acquisition gives the CEO convertible preferred shares plus warrants, which can increase common‑share exposure if converted/exercised in the future. Because issuance is pending acceptance by the issuer, the securities were reported as derivative interests rather than immediate common-stock holdings. This is a direct insider purchase (potentially bullish), but it is not an immediate purchase of common shares on the open market; conversion/exercise and any resulting common ownership would be subject to the terms described in the footnotes.