Shalom Menachem 4

What Happened

• Shalom Menachem, CEO of T3 Defense (DFNS), acquired 4,174,399 shares of common stock on April 27, 2026 in a note-exchange transaction and also exercised an option that resulted in 67,009 additional shares plus 2,357,303 warrants.
• The 4,174,399 shares were issued in exchange for cancellation of $2,138,962 aggregate principal (including $42,962 of accrued interest) under promissory notes; the exchange price was $0.5124 per share (last consolidated Nasdaq bid on April 27, 2026). The option exercise produced 67,009 shares and 2,357,303 warrants (derivative securities); the filing lists these as acquisitions.

Key Details

• Transaction date: April 27, 2026 (Form 4 filed April 28, 2026 — appears timely).
• Note-for-stock: 4,174,399 shares @ $0.5124 per share; principal canceled = $2,138,962 (includes $42,962 accrued interest).
• Option exercise: 67,009 shares acquired and 2,357,303 warrants issued (no per-share cash price shown in filing for this line).
• Transaction codes in filing: "J" (other acquisition/disposition) with footnotes clarifying the note exchange and the option exercise.
• Shares owned after transaction: not disclosed in the provided filing.
• Filing timeliness: filed the day after the transaction (no late-filing indication in the provided data).

Context

• The note exchange is an acquisition of stock in exchange for cancelling debt (not an open-market purchase) — this increases insider equity without an immediate cash outlay.
• The option exercise produced both common shares and a large number of warrants (derivative instruments that can allow future share purchases); the warrants may dilute later if exercised.
• There is no indication the acquired shares were sold immediately; these are acquisitions, which investors often view as a stronger signal than sales, though no inference about motive should be made.