Enhanced Group Inc.·4

May 11, 7:33 PM ET

MURREN JAMES 4

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Enhanced Group (ENHA) Director James Murren Receives 6.02M Shares

What Happened

  • James Murren, a director of Enhanced Group Inc. (ENHA), received 6,020,814 shares of Class A common stock and 167,246 derivative shares (options-equivalent) on May 7, 2026.
  • These securities were acquired in connection with the closing of a business combination (merger) that converted outstanding Enhanced Ltd. shares and options into the Issuer's Class A common stock based on the merger exchange ratio. No cash price is reported for these conversions (price = N/A).

Key Details

  • Transaction date: May 7, 2026. Form filed: May 11, 2026 (filed within required 2 business days).
  • Shares/units acquired: 6,020,814 Class A common shares (direct acquisition); 167,246 reported as a derivative acquisition (converted options).
  • Price: N/A — shares were received via conversion under the Business Combination Agreement (not an open-market purchase).
  • Shares owned after transaction: Not disclosed on this Form 4.
  • Footnotes of note:
    • F1–F3: Acquisition resulted from the Business Combination (merger of Enhanced into A Paradise, renamed Enhanced Group). Some securities are held by the JM 2021 Irrevocable Trust; Mr. Murren is trustee and disclaims beneficial ownership except for pecuniary interest.
    • F4–F6: Outstanding options were exchanged for comparable options on the Issuer’s Class A stock and adjusted for the exchange ratio; original options granted Oct 29, 2025 vest monthly over four years from Apr 1, 2025 with a one-year cliff.
    • The conversions/acquisitions are exempt from Section 16(b) short-swing profit liability under Rule 16b-3.

Context

  • This filing reports conversion/award of shares and converted option interests resulting from a merger—not an open-market buy or sale—so it reflects corporate restructuring rather than a director-initiated trade.
  • The derivative amount reflects option-equivalents converted in the business combination; vesting and exercise terms remain subject to the adjusted option agreements.
  • Because some shares are held in an irrevocable trust and Mr. Murren disclaims beneficial ownership except to his pecuniary interest, reported holdings do not necessarily reflect direct economic ownership.