Taylor Mark Andrew 4

What Happened

• Mark Taylor (reported as a 10% owner via entities he controls) reported related-party transfers and a cashless exercise of pre-funded warrants. On February 19, 2026 Prospect Finance transferred 46,902 shares of common stock and pre-funded warrants to buy 9,968,931 shares to a third party for no consideration. On March 17, 2026, after shareholder approval made the pre-funded warrants exercisable, Prospect Capital and Prospect Finance exercised all of their pre-funded warrants under the warrants' cashless exercise provision and received 36,544,028 and 14,876,330 shares of common stock, respectively — a total of 51,420,358 shares — at $0.00 consideration. The filing also shows the corresponding extinguishment/disposition of pre-funded warrant positions (derivative holdings) in connection with the exercises.

Key Details

• Transaction dates and prices:
  • 2026-02-19: Prospect Finance transferred 46,902 common shares and 9,968,931 pre-funded warrants for no consideration (code J).
  • 2026-03-17: Prospect Capital and Prospect Finance exercised pre-funded warrants (cashless), receiving a total of 51,420,358 common shares at $0.00 (code J). The filing also records the disposition of 51,161,318 derivative securities on 2026-03-17 (reflecting the warrant conversions).
• Shares owned after transaction: the Form 4 excerpt does not state a consolidated post-transaction beneficial ownership total for Mr. Taylor; footnote F2 states he may be deemed to beneficially own securities held of record by Prospect Capital and Prospect Finance but disclaims such ownership except to the extent of his pecuniary interest.
• Notable footnotes:
  • F1: Prospect Finance transferred shares and pre-funded warrants on Feb 19 for no consideration.
  • F2: Mark Taylor is sole director and shareholder of Prospect Capital and Prospect Finance; he disclaims beneficial ownership except for pecuniary interest.
  • F3: The March 17 exercises followed shareholder approval making the pre-funded warrants exercisable; the warrants have no expiration and were exercised cashlessly.
• Timeliness: The Form 4 was filed on 2026-03-30 and covers transactions on 2026-02-19 and 2026-03-17 — this is later than the usual two-business-day Form 4 deadline, so the filing was not timely.

Context

• These were not open-market purchases or sales by an individual executive; they were related-party transfers and the exercise/conversion of pre-funded warrants by entities controlled by Mr. Taylor. A cashless exercise converts warrant positions into common shares without a cash payment; the warrant (derivative) positions are reduced or canceled in the process. Transfers "for no consideration" (gifts or internal transfers) are separate from market sales and do not necessarily indicate sentiment about the stock. As a reported 10% owner via entities, Mr. Taylor's filing reflects entity-level activity rather than typical insider buy/sell signals by an individual executive.