Petrus Trust Company, LTA 4
4 · Cricut, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Cricut (CRCT) 10% Owner Petrus Trust Reports 2.08M-Share Distribution
What Happened
- Petrus Trust Company, LTA (reported as a 10% owner/related party) disclosed that on Feb 13, 2026 the Petrus Employee Profit Share, L.P. (PAM2) distributed 2,082,203 shares of Cricut Class B common stock to PAM2’s limited partners (employees). Under Cricut’s charter, 853,712 of those Class B shares automatically converted into 853,712 shares of Class A common stock; the remaining 1,228,491 shares remained Class B.
- The filing shows conversion (transaction code C) and “other” acquisition/disposition (code J) entries. No cash or price is reported (price = N/A); the distribution and automatic conversion were made without consideration and are reported as exempt under Rule 16a‑9(a) and Rule 16a‑13.
Key Details
- Transaction date: Feb 13, 2026. Filing date: Feb 17, 2026.
- Shares involved: 2,082,203 total distributed by PAM2; 853,712 Class B → 853,712 Class A (conversion); 1,228,491 remained Class B.
- Prices/values: No price or cash consideration reported (N/A); distribution described as without consideration.
- Ownership note: PAM2 directly held the shares. PAM Partners GP and Petrus Trust Company perform advisory/trust roles and may be deemed to beneficially own or have pecuniary interests in PAM2’s securities (see footnotes). The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest.
- Filing timeliness: Filing shows transactions on Feb 13 and was submitted Feb 17; check the Form 4 for any late-filing flag if timeliness is a concern.
Context
- This was a partner/employee distribution and an automatic class conversion under the company charter — not an open-market sale or purchase. Such distributions/conversions are administrative and don’t necessarily signal insider buying or selling sentiment.
- The conversion is a reclassification of share class (Class B → Class A), not an exercise-for-cash transaction. As a 10% owner/reporting entity, Petrus Trust’s filing reflects institutional/organizational holdings and structural changes rather than an executive’s personal trade.
Insider Transaction Report
Form 4
Cricut, Inc.CRCT
Petrus Trust Company, LTA
10% Owner
Transactions
- Conversion
Class A Common Stock
[F1][F2][F3][F4]2026-02-13+853,712→ 853,712 total(indirect: See footnotes) - Other
Class A Common Stock
[F1][F2][F3][F4]2026-02-13−853,712→ 0 total(indirect: See footnotes) - Conversion
Class B Common Stock
[F1][F5][F2][F3][F4]2026-02-13−853,712→ 1,228,491 total(indirect: See footnotes)→ Class A Common Stock (853,712 underlying) - Other
Class B Common Stock
[F1][F5][F2][F3][F4]2026-02-13−1,228,491→ 0 total(indirect: See footnotes)→ Class A Common Stock (1,228,491 underlying)
Footnotes (5)
- [F1]On February 13, 2026, Petrus Employee Profit Share, L.P. (PAM2) distributed, without consideration and in accordance with its partnership agreement, 2,082,203 shares of Class B Common Stock to its limited partners. The limited partners of PAM2 are employees of the Petrus Asset Management Company division of the Petrus Trust Company, LTA (PTC), and PAM2's shares are being distributed to the employee limited partners in five annual distributions starting in 2022. The distribution is exempt under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the Act). As a result of the distribution and pursuant to the Issuer's amended and restated certificate of incorporation, 853,712 shares of the Issuer's Class B Common Stock automatically converted into 853,712 shares of the Issuer's Class A Common Stock; the remaining 1,228,491 shares remained shares of the Issuer's Class B Common Stock pursuant to the Issuer's amended and restated certificate of incorporation.
- [F2]The shares are directly held by PAM2. PAM Partners GP, LLC (PAM Partners GP) serves as the general partner of, and may be deemed to beneficially own securities owned by, PAM2. PTC serves (a) as an investment advisor to, and may be deemed to beneficially own securities owned by, PAM2, and (b) as trustee of, and may be deemed to indirectly beneficially own securities beneficially owned by, the sole member of PAM Partners GP.
- [F3]Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
- [F4]Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
- [F5]Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.