Shankar Hariharan 4

What Happened

• Shankar Hariharan, a reported 10% owner of Scienture Holdings, converted Series X non‑voting convertible preferred shares into common stock and received multiple restricted‑stock awards. On September 19, 2024 he converted a total of 2,273,296 preferred shares (two conversion entries of 1,916,816 and 356,480) into common stock on a 1:1 basis (per footnote F1). He also transferred 30,000 common shares on March 10, 2025 as consideration to a lender (per F2). Separately, Hariharan was granted a total of 1,550,000 restricted common shares across three awards: 750,000 (April 14, 2025), 300,000 (October 1, 2025), and 500,000 (February 20, 2026). All reported transactions show $0 per share (conversions/awards/no cash paid).

Key Details

• Transaction dates and types:
  • 2024-09-19: Conversion of Series X Preferred into 2,273,296 common shares (two conversion entries); derivative‑disposal entries reflect the converted preferred (codes C; $0).
  • 2025-03-10: 30,000-share disposition (code J) transferred to a designee of NVK Finance, LLC as lender consideration (per F2); reported at $0.
  • 2025-04-14: Grant of 750,000 restricted shares (code A) at $0 (F3 vesting schedule).
  • 2025-10-01: Grant of 300,000 restricted shares (code A) at $0 (F4 vesting schedule).
  • 2026-02-20: Grant of 500,000 restricted shares (code A) at $0 (F5 issuance and vesting schedule).
• Totals: 2,273,296 common shares acquired via conversion; 30,000 shares disposed; 1,550,000 restricted shares granted.
• Vesting notes:
  • 750,000 Restricted Shares vest in two equal annual installments beginning April 14, 2026 (F3).
  • 300,000 Restricted Shares vest in two equal annual installments beginning October 1, 2026 (F4).
  • 500,000 Restricted Shares are to be issued in three tranches (166,666 on Jun 1, 2026; 166,667 on Sep 1, 2026; 166,667 on Dec 1, 2026) and each tranche vests three years after issuance (F5).
• Shares owned after the transactions: not specified in the filing.
• Filing timeliness: This Form 4 was filed March 12, 2026 while it reports conversions from September 19, 2024 and later transactions—the filing appears late (transactionTimeliness = L). Late filings can delay public visibility into insider activity.

Context

• The September 2024 entries reflect conversion of preferred stock into common stock on a 1:1 basis (automatic conversion per F1), not a cash purchase or sale. The derivative "disposed" entries record the conversion of the preferred instrument.
• The 30,000‑share transfer to a lender was consideration for a lender consent (per F2), not necessarily a market sale for cash.
• The restricted‑share grants are compensation/bonus awards with multi-year vesting schedules; they are not open‑market purchases and do not reflect immediate cash investment by the insider.
• As a 10% owner, Hariharan is a large holder; these filings reflect ownership restructuring, transfers, and compensation awards rather than routine open‑market buys or sales.