02/18/2026 | Press release | Distributed by Public on 02/18/2026 07:42
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $0.9 | 02/13/2026 | A(1) | 5,950,380 | (5) | 06/05/2034 | Common Stock | 5,950,380 | (6) | 5,950,380 | D | ||||
| Stock Option (Right to Buy) | $0.9 | 02/13/2026 | A(1) | 1,889,829 | (7) | 06/05/2034 | Common Stock | 1,889,829 | (6) | 1,889,829 | I | See footnote(2) | |||
| Stock Option (Right to Buy) | $13.22 | 02/13/2026 | A | 481,727 | (8) | 02/12/2036 | Common Stock | 481,727 | $ 0 | 481,727 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Kinsella Matthew John C/O INFLEQTION, INC. 1315 WEST CENTURY DRIVE, SUITE 150 LOUISVILLE, CO 80027 |
X | Chief Executive Officer | ||
| /s/ Jason D. Hall, Attorney-in-Fact | 02/18/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of September 8, 2025, by and among Churchill Capital Corp X, a Delaware corporation now known as Infleqtion, Inc. ("Acquiror"), AH Merger Sub I, Inc., a direct, wholly-owned Subsidiary of Acquiror ("Merger Sub I"), AH Merger Sub II, LLC, a direct, wholly-owned Subsidiary of Acquiror ("Merger Sub II" and together with Merger Sub I, "Merger Subs") and ColdQuanta, Inc. (the "Company") pursuant to which (a) Merger Sub I was merged with and into the Company, and the Company continued as the surviving corporation and immediately thereafter, (b) the Company merged with and into Merger Sub II, and Merger Sub II became the surviving company and continued in existence as a wholly-owned subsidiary of Acquiror (collectively, the "Mergers"). In connection with the Mergers, Acquiror changed its name to Infleqtion, Inc. (the "Issuer"). |
| (2) | Held directly by Kinsella Investment Holdings, LLC. Mr. Kinsella may be deemed to beneficially own shares of Kinsella Investment Holdings, LLC by virtue of his voting power and investment power over such shares. |
| (3) | Held directly by The John R. Kinsella Children's Trust, of which the Reporting Person is co-trustee. Mr. Kinsella may be deemed to beneficially own shares of The John R. Kinsella Children's Trust by virtue of his voting power and investment power over such shares. |
| (4) | Held directly by The John R. Kinsella Revocable Living Trust, of which the Reporting Person is a trustee. Mr. Kinsella may be deemed to beneficially own shares of The John R. Kinsella Revocable Living Trust by virtue of his voting power and investment power over such shares. |
| (5) | 25% of the stock option vested and became exercisable on April 5, 2025, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. 2,275,146 of such shares accelerated and vested upon the closing of the Mergers. The option may be early exercised by the Reporting Person. |
| (6) | Pursuant to the Mergers, the legacy stock options of the Company were automatically converted into the right to receive stock options of the Issuer with the same terms and conditions. |
| (7) | Fully vested. |
| (8) | 1/48th of the shares underlying the option vest in equal monthly installments commencing on February 17, 2026, subject to the Reporting Person's continued service through each vesting date. |