CDT Equity Inc.

02/23/2026 | Press release | Distributed by Public on 02/23/2026 19:27

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Farley Chele Chiavacci
2. Issuer Name and Ticker or Trading Symbol
CDT Equity Inc. [CDT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4581 TAMIAMI TRAIL NORTH,, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026
(Street)
NAPLES, FL 34103
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/19/2026 A 10,553(1) A $1.04 17,157 D
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Pre-Funded Warrants $0.0001 02/19/2026 A 1,940,804 (2) (3) Common Stock 1,940,804 $1.04(1) 1,940,804 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Farley Chele Chiavacci
4581 TAMIAMI TRAIL NORTH,
SUITE 200
NAPLES, FL 34103
X

Signatures

/s/ Chele Chiavacci Farley 02/23/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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) On February 19, 2026, CDT Equity Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with the reporting person and other stockholders (the "Investors") of Sarborg Limited, a Cayman Islands Company ("Sarborg"), pursuant to which the reporting person agreed to sell to the Company, and the Company agreed to acquire from the reporting person, 18 shares of Sarborg having an aggregate value of approximately $2,029,411 in exchange for (i) 10,553 shares of the Company's Common Stock, and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 1,940,804 shares of the Company's Common Stock, reflecting a purchase price of $1.04 per share.
(2) The Pre-Funded Warrants may not be exercised until the Company obtains requisite stockholder approval in accordance with Nasdaq Listing Rule 5635.
(3) The Pre-Funded Warrants will remain exercisable until all Pre-Funded Warrants are exercised in full.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
CDT Equity Inc. published this content on February 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 24, 2026 at 01:27 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]