11/13/2026 | Press release | Distributed by Public on 11/13/2026 16:36
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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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Shrestha Sanjay K 701 S. COLORADO AVE SUITE 1 STUART, FL 34994 |
X | Chief Executive Officer | ||
| /s/ Lori Babcock, as attorney-in-fact for Sanjay Shrestha | 11/13/2026 | |
| **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) | Represents restricted shares of Class A Common Stock (the "MC-2 Tranche") granted pursuant to a Restricted Stock Award Agreement dated October 20, 2026 under the Health In Tech, Inc. Equity Incentive Plan (the "Plan"), the grant of which was contingent upon, and became effective upon, stockholder approval of an amendment to the Plan at the Issuer's 2026 Annual Meeting of Stockholders on November 10, 2026. The shares will be automatically forfeited without consideration unless the Issuer's market capitalization, based on the 10-day volume-weighted average price, exceeds $300 million on or before December 31, 2028 (the "Achievement Date"). Thereafter, the shares vest in twelve equal monthly installments, subject to continued service. If the Achievement Date falls before the 15th calendar day of the month, vesting commences on such 15th day, and if after, commences on the 1st day of the next calendar month. |
| (2) | Represents restricted shares of Class A Common Stock (the "MC-3 Tranche") granted on the same basis as described in footnote (1), except that the market capitalization threshold is $500 million and the deadline is December 31, 2029. |
| (3) | Represents restricted shares of Class A Common Stock (the "MC-4 Tranche") granted on the same basis as described in footnote (1), except that the market capitalization threshold is $1 billion and the deadline is December 31, 2031. |
| (4) | Includes 7,500,000 restricted shares of Class A Common Stock and 101,200 unrestricted shares of Class A Common Stock. Excludes 500,000 restricted shares of Class B Common Stock previously reported. All unvested restricted shares held by the reporting person vest in full upon a Change in Control (as defined in the reporting person's Employment Agreement). |