Evans Allan Thomas 4
4 · Unusual Machines, Inc. · Filed May 29, 2026
Research Summary
AI-generated summary of this filing
Unusual Machines CEO Evans Thomas Enters Prepaid Forward on 500,000 Shares
What Happened
- Evans Allan Thomas, CEO of Unusual Machines, entered into a prepaid variable forward sale contract on May 28, 2026. Under the deal he received $11,058,950 in cash upfront and pledged 500,000 shares of Unusual Machines common stock to secure his obligations. He retained dividend and voting rights in the pledged shares during the pledge term.
- The contract does not set a fixed per-share sale price today; instead the number of shares to be delivered (or an equivalent cash amount) will be determined on a valuation date one year later (May 28, 2027) based on the future volume-weighted average price. The arrangement is a derivative monetization (not a simple open-market sale).
Key Details
- Transaction date: May 28, 2026; cash received: $11,058,950.
- Shares pledged/deliverable: up to 500,000 shares (Pledged Shares).
- Pricing mechanics: Floor Price = $23.0812; Cap Price = $41.5461.
- If settlement price ≤ $23.0812 → deliver 500,000 shares.
- If settlement price between floor and cap → deliver 500,000 × (Floor/Settlement Price).
- If settlement price > cap → deliver 500,000 × [(Floor + (Settlement − Cap)) / Settlement].
- Ownership after transaction: not specified in the provided filing excerpt.
- Footnotes: (F1–F4) explain the prepaid variable forward terms, pledge, retained rights, and that the shares originated from 8 Consulting LLC (which the reporting person wholly owns) and were transferred to him before entering the contract.
- Filing timeliness: Form filed May 29, 2026 for a May 28, 2026 transaction (appears timely).
Context
- This is a derivative/monetization move — the CEO received cash now in exchange for an obligation tied to future stock price, rather than an immediate open-market sale. Such transactions can provide liquidity or hedging without immediate share sale; they do not by themselves indicate the insider’s view of the company’s prospects.
Insider Transaction Report
Form 4
Evans Allan Thomas
DirectorChief Executive Officer
Transactions
- OtherSwap
Forward sale contract (obligation to sell)
[F1][F2][F3][F4]2026-05-28+500,000→ 1,089,141 total→ Common Stock (500,000 underlying)
Footnotes (4)
- [F1]On May 28, 2026, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer up to 500,000 shares of Unusual Machines, Inc. common stock on the settlement date following the valuation date ofMay 28 2027 (or, at the reporting person's election, an equivalent amount of cash based on the market price of Unusual Machines, Inc. common stock on the valuation date). In exchange for assuming this obligation, the reporting person received a cash payment of $11,058,950 as of the date of entering into the contract. The reporting person pledged 500,000 shares of Unusual Machines, Inc. common stock (the "Pledged Shares") to secure his obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge.
- [F2]cont from FN 1 - The number of shares of Unusual Machines, Inc. common stock to be delivered to the buyer on the settlement date in respect of the valuation date is to be determined as follows:(a) if the per-share volume weighted average price of Unusual Machines, Inc. common stock on the valuation date (the "Settlement Price") is less than or equal to $23.0812 (the "Floor Price"), the reporting person will deliver to the buyer 500,000 shares (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and $41.5461 (the "Cap Price"), the reporting person will deliver to the buyer a number of shares of Unusual Machines, Inc. common stock equal to the Number of Shares multiplied by a fraction,
- [F3]cont from FN 2 - the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the purchaser a number of shares of Unusual Machine common stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.
- [F4]The Common Stock was granted to 8 Consulting LLC. The reporting person is the sole owner and holds voting and dispositive control of 8 Consulting LLC. Prior to entering into the prepaid variable forward sale contract the Common Stock was transferred from 8 Consulting LLC to the reporting person.
Signature
/s/ Allan Evans|2026-05-29