ALDF insider move: 12,500 Class B shares transferred by CEO

Rhea-AI Filing Summary

ALDF: Robert I. Kauffman—Chief Executive Officer, director and 10% owner—reported transferring 12,500 Class B ordinary shares on 10/27/2025 under a share transfer agreement tied to Charles Nearburg’s appointment to the Board, for an aggregate purchase price of $54.35. Following the transaction, Kauffman beneficially owned 87,500 Class B derivative securities. The Class B ordinary shares convert into Class A on a one-for-one basis at the initial business combination and have no expiration date.

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

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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^*

KAUFFMAN ROBERT I

(Last) (First) (Middle)

104 S. WALNUT STREET, UNIT 1A

(Street)

ITASCA IL 60143

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aldel Financial II Inc. [ ALDF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2025

4. If Amendment, Date of 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

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

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
Class B ordinary shares	(1)	10/27/2025		J(2)			12,500	(1)	(1)	Class A Ordinary Shares, par value $0.0001	12,500	(2)	87,500	D

Explanation of Responses:

1. At the time of our initial business combination, the Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. The Class B ordinary shares have no expiration date.

2. Pursuant to a share transfer agreement entered into in connection with the appointment of Charles Nearburg to the Issuer's board of directors (the "Board"), Mr. Kauffman transferred the shares to Charles Nearburg for an aggregate purchase price of $54.35.

	/s/ Robert I. Kauffman	10/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did ALDF report?

Robert I. Kauffman transferred 12,500 Class B ordinary shares on 10/27/2025.

What was the consideration for the ALDF share transfer?

An aggregate purchase price of $54.35.

Why was the ALDF share transfer executed?

It was pursuant to a share transfer agreement entered into in connection with Charles Nearburg joining the Board.

How many ALDF derivative securities did Kauffman hold after the transaction?

He beneficially owned 87,500 Class B derivative securities following the reported transaction.

How do ALDF Class B shares convert?

At the initial business combination, Class B ordinary shares convert into Class A shares on a one-for-one basis and have no expiration date.

What is Kauffman’s relationship to ALDF?

He is the Chief Executive Officer, a director, and a 10% owner.