Helg Barthelemy 4

What Happened
Helg Barthelemy, a director of Borealis Foods Inc., reported a disposition (transaction code J) of 500,000 Class A Common Shares on January 12, 2026. The shares were transferred to EarlyBirdCapital, Inc. in partial satisfaction of indebtedness; no per‑share price or cash proceeds were reported (N/A).

Key Details

• Transaction date: January 12, 2026. Transaction type: disposition (code J — "other acquisition or disposition").
• Price/proceeds: N/A (transfer to lender; not an open‑market sale).
• Shares disposed: 500,000 Class A Common Shares.
• Shares owned after transaction: not disclosed in the filing.
• Footnote summary: On December 5, 2025 Barthelemy pledged 500,000 shares under a Pledge & Escrow Agreement to secure company indebtedness to EarlyBirdCapital; upon the company’s default under a promissory note (originally dated Feb 7, 2024 and amended several times), the pledged shares were transferred to EBC on Jan 12, 2026 in partial satisfaction of a $1,980,000 principal obligation.
• Filing timeliness: The Form 4 was filed May 29, 2026 for a January 12, 2026 transaction, indicating a late filing (reduces near‑term transparency).

Context
This was a lender transfer of pledged collateral following a company default, not a typical open‑market insider sale. Such transfers reflect settlement of debt rather than a straightforward insider cash sale; investors should distinguish these events from voluntary insider selling when assessing insider sentiment.