Kotte Sanjay Kumar 4

What Happened
Sanjay Kotte, a director of Matternet, was credited with a derivative award on May 22, 2026 that converts legacy Matternet options into rights to acquire 374,421 shares of Matternet common stock. The Form 4 reports the acquisition as 374,421 shares at $0.00 (derivative), reflecting an exchange/conversion tied to the issuer’s merger rather than a cash purchase.

Key Details

• Transaction date: 2026-05-22 (reported on Form 4 filed 2026-05-27). The filing appears to be late versus the 2-business-day Form 4 rule.
• Transaction type: A (grant/award or other acquisition); recorded as a derivative security.
• Shares/units: 374,421 (resulting from conversion of legacy options). Reported acquisition price: $0.00.
• Conversion mechanics: Legacy options were assumed and converted using a Conversion Ratio of 2.0801 per the Merger Agreement; exercise price per share was adjusted by dividing the prior exercise price by the Conversion Ratio.
• Vesting: The shares subject to the option vest in 48 equal monthly installments from the vesting commencement date (i.e., a 4-year monthly vesting schedule).
• Shares owned after transaction: not specified in the provided filing.
• Footnote: Award received in connection with the issuer’s merger with Legacy Matternet and is an exchange for pre-merger options.

Context
This filing documents a conversion/assumption of existing options into issuer options as part of a merger—these are derivative rights (options), not immediately issued free shares. Because vesting occurs monthly over 48 months, the award represents long-term compensation rather than an immediate equity stake or a market purchase/sale. The late filing is a reporting compliance issue but does not change the underlying award mechanics.