HARRINGTON WILLIAM T 4

What Happened
William T. Harrington (reported as a 10% owner) made two open‑market purchases on 2026-05-11 totaling 533,333 shares at $15.00 per share (266,666 shares for $3,999,990 and 266,667 shares for $4,000,005), for aggregate cash paid of $7,999,995. The filing also shows multiple conversions of derivative securities into common stock (large blocks of shares acquired and disposed on 2026-05-11) and earlier derivative awards recorded on 2026-01-30 that were later converted. Additionally, a stock option/award for 31,520 shares was granted on 2026-05-07 (recorded as $0; footnote indicates a three‑year vesting schedule).

Key Details

• Filing date: 2026-05-11; reported transactions dated 2026-01-30, 2026-05-07 and 2026-05-11. (Note: the Jan 30 award was included in this May filing and therefore appears reported well after the usual two‑business‑day Form 4 deadline.)
• Open‑market purchases: 266,666 shares @ $15.00 (cost $3,999,990) and 266,667 shares @ $15.00 (cost $4,000,005); total cash outlay $7,999,995.
• Multiple derivative conversions: several large blocks of derivative securities (convertible notes/preferred) converted into common stock on or immediately prior to the issuer’s IPO per the filing footnotes (see F1 and F4 for conversion mechanics).
• Grant: 31,520‑share option/award on 2026-05-07; footnote F6 — vests in three substantially equal annual installments.
• Post‑transaction beneficial ownership: not specified in the filing for a single net total.
• Ownership/attribution notes: some securities are held by Osage University Partners III and IV (OUP III / OUP IV). Harrington is a manager of the GPs and may be deemed to share voting/dispositive power (F2, F3); he disclaims beneficial ownership except for any pecuniary interest.

Context

• The derivative conversions appear tied to pre‑IPO convertible notes and preferred‑stock conversions into common stock immediately prior to the IPO (F1 and F4). That’s a technical capitalization/IPO conversion event rather than a typical “exercise and sell” or open‑market sale.
• The cash purchases at $15 are straightforward open‑market buys — purchases are often viewed as a stronger signal to retail investors than routine sales, though conversions and pre‑IPO mechanics should be interpreted as corporate recapitalization steps.
• Because some shares are held through Osage funds and Harrington is a GP manager, some holdings reflect institutional fund ownership rather than purely personal trading.