Evans Allan Thomas 4

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.