JANA trims Alkami (ALKT) stake to 4.99% to enable private board talks

Rhea-AI Filing Summary

JANA Partners Management filed an amended Schedule 13D reporting beneficial ownership of 5,339,388 Alkami Technology shares, equal to 4.99% of the common stock. The percentage is based on 107,019,174 shares outstanding as of March 31, 2026, from Alkami’s Form 10‑Q.

JANA states it deliberately reduced its stake below the reporting threshold to allow private discussions with Alkami’s board about “specific potential value maximizing opportunities.” JANA reports sole voting and dispositive power over all reported shares and indicates May 8, 2026 as the date referenced in the updated ownership section.

Insights

Activist investor analyst

JANA drops below 5% in Alkami while signaling continued engagement.

The amended Schedule 13D shows JANA Partners now beneficially owns 5,339,388 Alkami shares, or 4.99% of the common stock. This falls just under the 5% reporting threshold, based on 107,019,174 shares outstanding as of March 31, 2026.

JANA explains it cut its holdings below the threshold to enable private discussions with the board about “specific potential value maximizing opportunities.” This suggests an ongoing, but less publicly visible, activist posture rather than a full exit from the position.

The filing notes JANA has sole voting and dispositive power over the reported shares. Actual strategic impact will depend on how any board-level discussions evolve and whether future filings reflect further ownership changes or new initiatives.

Key Figures

Beneficial ownership: 5,339,388 shares Ownership percentage: 4.99% Shares outstanding: 107,019,174 shares +3 more

6 metrics

Beneficial ownership 5,339,388 shares JANA Partners’ reported Alkami common stock position

Ownership percentage 4.99% Percent of Alkami common stock beneficially owned by JANA

Shares outstanding 107,019,174 shares Alkami common shares outstanding as of March 31, 2026

Sole voting power 5,339,388 shares Shares over which JANA has sole voting authority

Sole dispositive power 5,339,388 shares Shares over which JANA alone controls disposition

Event date May 12, 2026 Date of event requiring the amended Schedule 13D

Key Terms

beneficially owned, Sole Voting Power, Sole Dispositive Power, Schedule 13D, +1 more

5 terms

beneficially owned financial

"for the aggregate number of Shares and percentage of Shares beneficially owned by the Reporting Person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power regulatory

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 5,339,388.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power regulatory

"9 | Sole Dispositive Power 5,339,388.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

reporting threshold regulatory

"The Reporting Person reduced its ownership of the Issuer to below the reporting threshold"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

ALKAMI TECHNOLOGY, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

01644J108

(CUSIP Number)

Ele Klein & Brandon Gold
McDermott Will & Schulte LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 01644J108

1

Name of reporting person

JANA Partners Management, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,339,388.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,339,388.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,339,388.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.99 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: ALKAMI TECHNOLOGY, INC.
(c)	Address of Issuer's Principal Executive Offices: 5601 GRANITE PARKWAY, SUITE 120, PLANO, TEXAS , 75024.
Item 1 Comment: This Amendment No. 1 ("Amendment No. 1") amends the statement on Schedule 13D filed with the SEC on April 1, 2026 (as amended from time to time, the "Schedule 13D") with respect to the Shares of the Issuer. This Amendment No. 1 amends Items 4 and 5 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: The Reporting Person reduced its ownership of the Issuer to below the reporting threshold to allow for private discussions with the Board regarding specific potential value maximizing opportunities.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated in its entirety as follows: See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Shares and percentage of Shares beneficially owned by the Reporting Person. The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 107,019,174 Shares outstanding as of March 31, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on April 30, 2026.
(b)	Item 5(b) is hereby amended and restated in its entirety as follows: See rows (7) through (10) of the cover page to this Schedule 13D for the number of Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	Item 5(c) is hereby amended and supplemented as follows: All transactions in the Shares effected by the Reporting Person since the filing of the Schedule 13D, which were all in the open market, are set forth in Schedule A and are incorporated herein by reference.
(e)	Item 5(e) is hereby amended and restated in its entirety as follows: May 8, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JANA Partners Management, LP

Signature:	/s/ Jennifer Fanjiang
Name/Title:	Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer
Date:	05/12/2026

FAQ

What ownership stake does JANA Partners report in Alkami Technology (ALKT)?

JANA Partners reports beneficial ownership of 5,339,388 Alkami Technology shares, representing 4.99% of the common stock. This percentage is calculated using 107,019,174 shares outstanding as of March 31, 2026, as disclosed in Alkami’s Form 10-Q.

Why did JANA Partners reduce its Alkami (ALKT) ownership below 5%?

JANA reduced its Alkami ownership below the reporting threshold to allow private discussions with the board. The firm cites planned conversations about specific potential value maximizing opportunities as the reason for deliberately moving its stake under the 5% level.

How many Alkami (ALKT) shares outstanding were used for JANA’s ownership calculation?

The 4.99% ownership figure is based on 107,019,174 Alkami common shares outstanding as of March 31, 2026. That share count comes from Alkami’s Quarterly Report on Form 10-Q referenced in the amended Schedule 13D filing.

What voting and dispositive powers does JANA have over its Alkami (ALKT) shares?

JANA reports sole voting power and sole dispositive power over 5,339,388 Alkami shares. It discloses no shared voting or shared dispositive power, indicating JANA alone can vote and decide whether to sell these reported shares.

What date is associated with JANA’s updated ownership disclosure in Alkami (ALKT)?

The amended Schedule 13D lists May 8, 2026 in the updated Item 5(e) section. The cover page also references May 12, 2026 as the date of the event requiring the filing, framing the timeline for JANA’s ownership change and disclosure.