Dinu Raluca 4

What Happened

• Avi S. Katz, Chief Executive Officer and 10% owner of GigCapital7 Corp. (GIGGU), sold 175,000 Class B ordinary shares on Jan 21, 2026 for an aggregate $148,750 (≈ $0.85/share). The shares were held indirectly through GigAcquisitions7 Corp. (the Sponsor).
• On Jan 30, 2026, the Sponsor acquired a $148,000 convertible promissory note from the issuer that may be converted into 14,800 units (each unit = 1 Class A ordinary share + 1 warrant). The conversion would result in 14,800 Class A shares and warrants to purchase an additional 14,800 Class A shares upon consummation of the business combination. The note acquisition is reported as an award/acquisition (derivative) and is an exempt transaction under Rule 16b-3.

Key Details

• Transaction dates and amounts:
  • 2026-01-21: Sale of 175,000 Class B shares for $148,750 total (~$0.85/share) (footnote F2).
  • 2026-01-30: Acquisition of a $148,000 convertible promissory note convertible into 14,800 units (footnote F4).
• Shares owned after transaction: Not specified in the Form 4 filing.
• Ownership structure: Class B shares are held directly by GigAcquisitions7 Corp.; Dr. Katz and Dr. Raluca Dinu are sole members of the Sponsor and beneficial owners (footnote F3). Class B shares are convertible into Class A shares and have no expiration (footnote F1).
• Notable legal/tax notes: The note conversion terms and warrants follow the issuer’s S‑1 description; the note acquisition is described as exempt under Rule 16b-3 (footnote F4). No 10b5-1 plan, tax withholding, or gift reporting is noted in the filing.
• Timeliness: The Form 4 was filed Feb 17, 2026 for transactions on Jan 21 and Jan 30, 2026 — the filing appears to be later than the typical 2-business-day reporting window.

Context

• The sale was an indirect sale by the Sponsor (institutional/affiliate disposition), not necessarily a direct personal sale by Dr. Katz. The Jan 30 acquisition is a financing/convertible note that, if converted, yields Class A shares plus warrants — a derivative-style acquisition rather than a straightforward open‑market buy. Purchases or convertible financings can be more informative than routine sales, but this filing reflects both a disposition of Class B shares and an acquisition of convertible exposure to Class A shares/warrants.