Warren Shannon S 4

What Happened

• Director Warren Shannon S reported dispositions on May 8, 2026 under the Merger Agreement: 78,319 shares, 19,157 shares, and 120,000 derivative units (options/RSUs), a total of 217,476 units converted or canceled.
• The filing shows these instruments were disposed to the issuer as part of the company’s merger. Common stock and RSUs were canceled and converted into the Merger Consideration of $11.20 per share. The Form 4 lists N/A for per-share sale prices because the conversions were merger cash-outs, not open-market trades.
• Calculated cash amounts: the 78,319 + 19,157 = 97,476 shares/RSUs generated $1,091,731.20 at $11.20 each. The 120,000 derivative units could represent up to $1,344,000 at $11.20 each, but per the filing (F4) in‑the‑money options are cashed out based on (11.20 − exercise price) so the actual cash for options is determined by their exercise prices. Maximum gross value if all 217,476 units were paid at $11.20 = $2,435,731.20.

Key Details

• Transaction date and filing date: May 8, 2026 (period of report and filing are the same).
• Transaction type/code: D — Disposition to the issuer (merger cash-out); one entry identified as a derivative.
• Consideration: Merger Consideration = $11.20 per common share (per footnotes). RSUs converted to the same cash amount; options were cashed out per the formula in footnote F4.
• Shares owned after transaction: the reported common shares, RSUs and applicable options were canceled at the Effective Time of the Merger, converting them to cash — the filing indicates those instruments no longer remain in their pre‑merger form.
• Filing timeliness: filed May 8, 2026 for transactions on May 8, 2026 — appears timely.

Context

• These were not open-market sales. They were merger-related conversions: common stock and RSUs were converted to a fixed cash amount per share; in‑the‑money options were settled for the difference between the merger price and the option exercise price (not listed in the Form 4), and out‑of‑the‑money options, if any, were canceled without consideration per the Merger Agreement.
• This is a corporate transaction tied to the Merger Agreement (Catalyst/365 Retail Markets acquisition) rather than a discretionary insider sale; it reflects the merger payout rather than a trading decision.