[144] American Superconductor Corp SEC Filing

Rhea-AI Filing Summary

Transaction close: On August 3, 2025 E2open Parent Holdings, Inc. (“E2open”) and E2open Holdings, LLC completed their previously announced merger with WiseTech Global Ltd. All outstanding Class A, B-1 and vested B-2 common shares and eligible Holdings units were cancelled for $3.30 cash; non-economic Class V shares and WiseTech-owned units were extinguished without consideration. E2open now operates as a wholly owned WiseTech subsidiary.

Key closing effects:

• NYSE trading halted before the August 4 open; Form 25 to delist and Form 15 to end SEC registration will follow.
• 2021 Credit Agreement fully repaid and terminated, eliminating outstanding loans and commitments.
• Public warrants now exercisable for the $3.30 cash price; warrant price temporarily cut to $3.2947 until September 3 2025, after which unexercised warrants will be cancelled.
• Board replaced by WiseTech appointees; CEO Andrew Appel and CFO Marje Armstrong step down but remain for transition and share in an $8.975 m transaction-bonus pool.
• Certificate of incorporation and bylaws amended; change-in-control completed.

Positive

• $3.30 cash exit provides immediate liquidity and certainty of value for all public shareholders.
• Full repayment and termination of the 2021 Credit Agreement removes leverage and associated covenants.
• Temporary warrant price reduction to $3.2947 offers near-term value creation for warrant holders.

Negative

• NYSE delisting ends public market liquidity and ongoing disclosure obligations.
• Unexercised warrants cancelled after September 3 2025, eliminating any residual optionality.
• CEO and CFO departures create leadership transition risk during integration.

Insights

M&A Specialist

TL;DR: $3.30-a-share cash buyout closes, E2open delists, debt repaid; integration risk now shifts to private owner.

The merger’s completion converts all public equity into cash, crystallising value at $3.30 and removing market volatility. Termination of the 2021 Credit Agreement cleans the balance sheet, while WiseTech assumes full operational control. Shareholders face no further upside but gain certainty; warrant holders have a 30-day window to monetise the discounted strike. Governance resets with an entirely new board, and key executives exit under negotiated packages. Overall impact is neutral to slightly positive for investors given liquidity, but future performance now depends solely on WiseTech’s private stewardship.

Portfolio Manager

TL;DR: Cash-out event ends ETWO exposure; holders receive $3.30, warrants expire soon, public float disappears.

The deal is materially impactful: it realises value, stops trading and ends ongoing disclosure. For portfolio managers, proceeds can be redeployed immediately, yet any upside from operational improvements transfers to WiseTech. The brief warrant arbitrage may offer incremental return. Delisting and Form 15 terminate liquidity and coverage, so position management is straightforward—collect cash, decide on warrant exercise and exit.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	100849	5495574.64	45160926	08/04/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/31/2014	Restricted Stock	Issuer			1762	07/31/2014	Not Applicable
Common	06/28/2021	Restricted Stock	Issuer			19086	06/28/2021	Not Applicable
Common	05/23/2014	Restricted Stock	Issuer			1089	05/23/2014	Not Applicable
Common	05/20/2024	Restricted Stock	Issuer			5256	05/20/2024	Not Applicable
Common	05/09/2013	Restricted Stock	Issuer			1926	05/09/2013	Not Applicable
Common	05/23/2025	Performance Shares	Issuer			27345	05/23/2025	Not Applicable
Common	05/21/2021	Restricted Stock	Issuer			11310	05/21/2021	Not Applicable
Common	10/31/2021	Restricted Stock	Issuer			9425	10/31/2021	Not Applicable
Common	06/10/2024	Performance Shares	Issuer			23650	06/10/2024	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
DANIEL MCGAHN 114 East Main Street Ayer MA 01432	Common	06/11/2025	12815	366241.17
DANIEL MCGAHN 114 East Main Street Ayer MA 01432	Common	06/06/2025	7689	244669.36
DANIEL MCGAHN 114 East Main Street Ayer MA 01432	Common	05/27/2025	72660	1917228.56
DANIEL MCGAHN 114 East Main Street Ayer MA 01432	Common	05/27/2025	49995	1319603.03
DANIEL MCGAHN 114 East Main Street Ayer MA 01432	Common	05/20/2025	12815	313876.51

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How much will ETWO shareholders receive per share?

Each Class A, B-1 and vested B-2 share is converted into $3.30 cash.

When will ETWO cease trading on the NYSE?

Trading was halted August 4 2025; delisting becomes effective 10 days after NYSE files Form 25.

What happens to E2open public warrants?

Warrants now entitle holders to buy the $3.30 cash price; strike drops to $3.2947 until September 3 2025, then unexercised warrants are cancelled.

Is E2open still required to file SEC reports?

The company intends to file Form 15 after delisting, ending its reporting obligations under Sections 13 and 15(d).

Was E2open’s debt repaid at closing?

Yes. The Borrower repaid all loans and terminated commitments under the 2021 Credit Agreement concurrent with the merger.