AIAI insider restructures 4.25M share holding

AIAI Holdings Corp reported an internal ownership restructuring by major shareholder Carlton Charles Craig.

Rhea-AI Filing Summary

AIAI Holdings Corp reported an internal ownership restructuring by major shareholder Carlton Charles Craig. A total of 4,250,000 shares of Class A Common Stock were contributed to Messier 42 LLC, with the reporting person receiving preferred membership units in that LLC as consideration.

After this transaction, the filing shows 9,199,000 shares of Class A Common Stock held indirectly, including shares owned by The Love Bug Trust, where C. Craig Carlton serves as trustee. The filing does not reflect an open-market purchase or sale, but a reorganization of how these holdings are structured.

Insider Trade Summary

Other: 4,250,000 shares

Other 1 txn

Insider Carlton Charles Craig

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Class A Common Stock	4,250,000	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 9,199,000 shares (Indirect, See footnote)

Footnotes (2)

1. F1. Represents shares contributed to Messier 42 LLC. In consideration of such contribution, the Reporting Person received preferred units of membership interest in Messier 42 LLC.
2. F2. These shares are owned by The Love Bug Trust, of which C. Craig Carlton is the Trustee

Key Figures

Restructured shares: 4,250,000 shares Indirect holdings after transaction: 9,199,000 shares Reported transaction price: $0.0000 per share +1 more

4 metrics

Restructured shares 4,250,000 shares Class A Common Stock contributed to Messier 42 LLC on 2026-06-18

Indirect holdings after transaction 9,199,000 shares Class A Common Stock held indirectly following restructuring

Reported transaction price $0.0000 per share Internal contribution, non-market consideration

Restructuring share count 4,250,000 shares Classified as restructuringShares in transaction summary

Key Terms

Class A Common Stock, ten percent owner, preferred units of membership interest, other acquisition or disposition, +1 more

5 terms

Class A Common Stock financial

"security_title: "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

ten percent owner regulatory

""is_ten_percent_owner": 1"

preferred units of membership interest financial

"the Reporting Person received preferred units of membership interest in Messier 42 LLC"

other acquisition or disposition regulatory

"transaction_code_description: "Other acquisition or disposition""

indirect ownership financial

""ownership_type": "indirect""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did AIAI (AIAI) disclose in this Form 4?

AIAI disclosed that major shareholder Carlton Charles Craig restructured his holdings by contributing 4,250,000 shares of Class A Common Stock to Messier 42 LLC. In return, he received preferred membership units in the LLC, reflecting an internal ownership reorganization rather than a market trade.

How many AIAI (AIAI) shares were involved in the restructuring?

The restructuring involved 4,250,000 shares of AIAI Class A Common Stock. These shares were contributed to Messier 42 LLC in exchange for preferred membership units, indicating a shift in how the ownership stake is held, not a conventional stock sale or purchase.

What is Carlton Charles Craig’s AIAI share position after the Form 4 transaction?

Following the transaction, the Form 4 reports that 9,199,000 shares of AIAI Class A Common Stock are held indirectly. This total includes shares associated with entities such as The Love Bug Trust, where C. Craig Carlton serves as trustee, reflecting continued substantial ownership.

Was the AIAI (AIAI) Form 4 transaction a buy or sell in the market?

No, the Form 4 does not show a market buy or sell. The transaction is coded as an “other” restructuring, with 4,250,000 shares contributed to Messier 42 LLC and preferred membership units received, indicating an internal reorganization of ownership rather than an exchange-traded transaction.

What entities are mentioned in the AIAI (AIAI) insider filing footnotes?

The footnotes mention Messier 42 LLC, which received the contributed 4,250,000 shares, and The Love Bug Trust, which owns shares of AIAI. C. Craig Carlton is trustee of The Love Bug Trust and received preferred membership units in Messier 42 LLC as consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/23/2026 - 05:33 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Carlton Charles Craig

(Last) (First) (Middle)

3102 BEE CAVES ROAD

(Street)

AUSTIN TEXAS 78746

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
AIAI Holdings Corp [ AIAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Class A Common Stock	06/18/2026		J		4,250,000	D	(1)	9,199,000	I	See footnote(2)

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Represents shares contributed to Messier 42 LLC. In consideration of such contribution, the Reporting Person received preferred units of membership interest in Messier 42 LLC.

2. These shares are owned by The Love Bug Trust, of which C. Craig Carlton is the Trustee

	/s/ Charles Craig Carlton	06/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)