Farley Chele Chiavacci 4

What Happened
Farley Chele Chiavacci, a director of CDT Equity Inc., acquired 10,553 shares of CDT common stock and received pre‑funded warrants to purchase 1,940,804 additional shares. Both items were issued at an implied price of $1.04 per share, giving values of $10,975 for the common shares and $2,018,436 for the pre‑funded warrants — approximately $2,029,411 in aggregate. The securities were issued to Chele Chiavacci under a Securities Purchase Agreement in which Chele Chiavacci sold 18 shares of Sarborg Limited to CDT in exchange for the CDT consideration. The transaction is reported on a Form 4 filed Feb 23, 2026 for the Feb 19, 2026 transaction date (transaction code A — grant/award/acquisition).

Key Details

• Transaction date: Feb 19, 2026; Form 4 filed: Feb 23, 2026.
• Tender/consideration price: $1.04 per share (used to value both the 10,553 common shares and the pre‑funded warrants).
• Shares/warrants received: 10,553 common shares (acquired) and pre‑funded warrants to purchase 1,940,804 common shares (derivative).
• Reported values: $10,975 (common shares) and $2,018,436 (pre‑funded warrants); total ≈ $2,029,411.
• Shares owned after transaction: not specified in the Form 4 filing.
• Notable footnotes: The pre‑funded warrants may not be exercised until the company obtains requisite stockholder approval under Nasdaq Listing Rule 5635; the warrants remain exercisable until fully exercised.

Context
Pre‑funded warrants are a form of derivative that allow the holder to acquire common shares later; here exercise is contingent on shareholder approval, so the additional ~1.94M shares are not immediately issuable. This was an acquisition (insider received company securities as consideration in a purchase agreement), not an option exercise or open‑market buy/sale. The filing shows the agreement details in footnotes; it does not state any 10b5‑1 plan or tax withholding items.