04/06/2026 | Press release | Distributed by Public on 04/06/2026 14:13
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Sullivan Amy Ervin 433 ASCENSION WAY SUITE 300 MURRAY, UT 84123 |
President | |||
| /s/ Christina Wheeler, Attorney-in-Fact | 04/06/2026 | |
| **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) | Pursuant to the Agreement and Plan of Merger, dated as of November 24, 2025, by and among the Issuer, The Brand House Collective, Inc. ("TBHC") and Knight Merger Sub II (the "Merger Agreement"), on April 2,2026 (i) each share of TBHC common stock held by the reporting person was cancelled and converted into the right to receive 0.1993 shares (the "Exchange Ratio") of the Issuer's common stock, plus any Fractional Share Consideration, and (ii) each TBHC restricted share unit ("TBHC RSU") became fully vested and was converted into the right to receive the number of shares of the Issuer's common stock equal to the number of shares of TBHC common stock subject to such TBHC RSU multiplied by the Exchange Ratio, plus any Fractional Share Consideration less a number of shares to satisfy tax withholding, as applicable. |