Weil B. Luke 4

What Happened

• Weil B. Luke, identified as a 10% owner, reported exercising/converting 1,272,885 derivative shares at $1.75 per share (reported consideration $2,227,549) and a related disposition of 1,101,986 derivative securities at $1.75 per share (reported consideration $1,928,476). Both transactions are dated May 12, 2026 and were reported on a Form 4 filed June 15, 2026.
• These were not open-market purchases — the exercise/conversion and the subsequent transfer/disposition indicate the shares/warrants were converted and transferred to the issuer (not retained as a straightforward buy holding for a bullish signal).

Key Details

• Transaction dates and prices: May 12, 2026 — 1,272,885 exercised/conversion shares @ $1.75 (≈ $2.23M); 1,101,986 disposition to issuer @ $1.75 (≈ $1.93M).
• Transaction codes: M = Option exercise/conversion; D = Disposition to issuer (derivative).
• Shares owned after transaction: Not reported as direct beneficial ownership — the securities are held of record by Willow Lane Sponsor, LLC. Mr. Weil is the sole managing member of the Sponsor and disclaims beneficial ownership except for any pecuniary interest (see footnote F1).
• Notable footnotes: F1 explains the Sponsor holds the record title and Mr. Weil’s limited beneficial claim; F2 notes the exercise is subject to a 9.8% ownership blocker.
• Timeliness: Filed June 15, 2026 for transactions on May 12, 2026 — this filing was late relative to the typical Form 4 reporting window.

Context

• As a 10% owner acting through a sponsor entity, this is institutional/ sponsor-level activity rather than an ordinary executive buy/sell. The filings show an exercise/conversion followed by transfer to the issuer under an amended transfer agreement, not an open-market sale. The 9.8% blocker limits any increase in beneficial ownership.