FICHTHORN JOHN 4

What Happened

• John Fichthorn, reported as a 10% holder (indirectly through Dialectic), received common stock in connection with the conversion and cancellation of Dialectic’s convertible notes. On June 4, 2026 Dialectic converted $57,241,228 of previously issued convertible notes into 11,020,645 shares and received an additional 3,083,975 “consideration” shares. The 11,020,645 shares were valued at $57,241,230 and the 3,083,975 shares at $16,018,166 (price basis ~$5.19/share). The convertible notes were cancelled as part of the transaction. In addition, Dialectic received a warrant to purchase 105,911 shares (issued June 1, 2026) at an exercise price of $5.194. The filing also notes 1,625 shares received by Mr. Fichthorn from a trust distribution.

Key Details

• Transaction types: Conversion of derivative security (C), Grant/Award (A), Other acquisition (J — warrant issuance).
• Dates: Warrant issuance and small trust distribution dated June 1, 2026; primary conversion and consideration shares issued June 4, 2026. Form 4 filed June 8, 2026.
• Share counts & values: 11,020,645 shares (conversion) ≈ $57,241,230; 3,083,975 consideration shares ≈ $16,018,166; total ≈ 14,104,620 shares issued to Dialectic. Warrant for 105,911 shares at $5.194/share. Plus 1,625 shares from a trust distribution to the reporting person.
• Disposition shown: the convertible-note derivative ($57.24M) was cancelled (reflected as a “disposition” of the derivative security in the filing).
• Ownership after transaction: Not explicitly stated for Mr. Fichthorn; the securities are held directly by Dialectic (a 10% holder) and indirectly by Mr. Fichthorn. The reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.
• Filing timeliness: Form 4 was filed June 8, 2026 and reports transactions dated June 1 and June 4. The June 4 conversion was reported within the typical two-business-day window; the June 1 issuance appears reported after that two-business-day window.

Context

• This was not an open-market buy or sale by an executive but a debt-to-equity conversion by an institutional holder (Dialectic). Such conversions reduce outstanding debt and increase common shares outstanding (dilution), but the filing is informational — it does not indicate an executive buying or selling on the market. The reporting person is a 10% holder via a managed entity and disclaims direct beneficial ownership except for any pecuniary interest.