IP Strategy Holdings Inc.

05/05/2026 | Press release | Distributed by Public on 05/05/2026 17:24

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
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CARROSINO MICHAEL
2. Issuer Name and Ticker or Trading Symbol
IP STRATEGY HOLDINGS, INC. [IPST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP of Finance & CFO
(Last) (First) (Middle)
C/O IP STRATEGY HOLDINGS, INC., 9668 BUJACICH ROAD
3. Date of Earliest Transaction (Month/Day/Year)
05/02/2026
(Street)
GIG HARBOR, WA 98332
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 05/02/2026 M 125(1) A (2) 1,971 D
Common Stock 05/02/2026 F 38(3) D $5.5 1,933 D
Common Stock 05/02/2026 M 1,111 A (2) 3,044 D
Common Stock 05/02/2026 F 330(3) D $5.5 2,714 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
Restricted Stock Units (2) 05/02/2026 M 125(1) (4) (4) Common Stock 125 $ 0 125 D
Restricted Stock Units (2) 05/02/2026 M 1,111 (5) (5) Common Stock 1,111 $ 0 4,814 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CARROSINO MICHAEL
C/O IP STRATEGY HOLDINGS, INC.
9668 BUJACICH ROAD
GIG HARBOR, WA 98332
EVP of Finance & CFO

Signatures

/s/ Justin B. Stiefel, attorney-in-fact for Michael Carrosino 05/05/2026
**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) All share amounts in this Form 4 reflect a 1-for-20 reverse stock split effected on April 23, 2026.
(2) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock.
(3) The reporting person relinquished the shares of Common Stock reported herein and the issuer cancelled such shares and returned them to issuer's treasury in exchange for remitting certain tax withholding obligations of the reporting person resulting from the vesting of the RSUs. As such, no shares of the issuer were sold by the reporting person.
(4) Of the RSUs granted on October 1, 2025, 125 units were vested as of September 1, 2025. The remaining 500 units vest in equal quarterly installments over twelve (12) months beginning September 1, 2025, of which 375 units vested and settled on February 2, 2026. The remaining units vest in equal installments on May 2, 2026 and August 2, 2026, subject to continued service.
(5) The RSUs vest over an eighteen (18) month period beginning December 10, 2025, with two (2) months of service-based vesting satisfied as of February 2, 2026. The remaining units vest in equal installments on May 2, 2026, August 2, 2026, November 2, 2026, and February 2, 2027, subject to continued service.
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.
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