Dinu Raluca 4

What Happened

• Avi S. Katz, Chairman of Hadron Energy and a reported 10% owner, was credited with multiple equity transactions tied to the company’s merger closing on 2026-05-22. The Form 4 records three acquisition entries (two grants of 87,500 shares each and a larger award of 9,932,246 shares), totaling 10,107,246 shares. The filing also records a conversion/exercise-type entry for 9,932,246 derivative shares (code M) and two “other” derivative dispositions of 29,300 shares each (code J).
• The filing notes the company’s common stock closed at $5.16 on the effective date of the merger, valuing the ~10.1M shares at roughly $52.1 million. These were merger-related issuances/conversions rather than open-market purchases or routine sales.

Key Details

• Transaction date: 2026-05-22; Form 4 filed: 2026-05-27 (filed more than two business days after the transaction date — appears later than the usual Form 4 window).
• Reported acquisitions: 87,500 + 87,500 + 9,932,246 = 10,107,246 shares. Reported derivative entries: exercise/conversion (M) of 9,932,246 shares and two other dispositions (J) of 29,300 shares each.
• Price reported: N/A on the Form 4 lines; footnote states closing price on the effective merger date was $5.16 (used above to estimate value).
• Shares owned after transaction: not specified in the provided extracts of the Form 4.
• Relevant footnotes: F1/F3 explain shares were received in exchange for pre-merger Hadron shares under the business combination agreement; F4 states certain common stock are held directly by the Sponsor and beneficially owned by Dr. Katz and Dr. Raluca Dinu; F5 notes a convertible promissory note principal was paid in full at closing.
• Insider type: Katz is a Chairman and reported 10% owner — this is a beneficial ownership/merger-related transaction, not a routine executive open-market buy/sell.

Context

• These entries reflect merger exchange and derivative conversion mechanics (not an open-market trade). Code M indicates exercise/conversion of a derivative into common stock; code J is an “other” acquisition/disposition related to derivatives or transfers. Such merger-related issuances are typically exempt under Rule 16b-3 and reflect structural changes from the business combination rather than a simple buy/sell signal.
• For retail investors: purchases/acquisitions tied to mergers are informational about ownership and capitalization changes but do not necessarily signal insider sentiment in the same way as voluntary open-market purchases or sales.