American Picture House Corp (APHP) CEO-linked trust sells 500K shares in private deal

Rhea-AI Filing Summary

MacGregor Bannor Michael reported open-market sale transactions in this Form 4 filing.

American Picture House Corp insider reporting shows an entity associated with CEO and 10% owner MacGregor Bannor Michael disposing of shares through a trust. The Noah Morgan Private Family Trust transferred 500,000 shares of common stock to Kenneth Entler at $0.05 per share under a private stock purchase agreement. After this transaction, the reporting person’s total beneficial ownership is 21,231,503 shares of common stock, including 21,136,048 shares held indirectly through the trust and 95,455 shares held directly in a personal brokerage account.

Insights

Insider transactions analyst

CEO-linked trust sold 500,000 APHP shares but retains over 21.2M.

The filing details an open-market‑type disposition coded "S" for 500,000 shares of American Picture House Corp common stock at $0.05 per share. The sale is executed by The Noah Morgan Private Family Trust under a private stock purchase agreement with Kenneth Entler, not from the CEO’s personal trading account.

Footnotes state the trustee acts only on written direction from MacGregor Bannor Michael, and he reports beneficial ownership only to the extent of any pecuniary interest. Following the sale, he is shown as beneficially owning 21,231,503 shares in total, combining indirect trust holdings and 95,455 shares held directly.

Given the remaining position size, this transaction appears proportionally modest within the overall stake. No derivative positions are listed in this filing, and there is no mention of a Rule 10b5‑1 trading plan. The net effect is a routine insider net‑sell event without clear evidence of a thesis‑changing shift.

Insider Trade Summary

Net Seller: 500,000 shares ($25,000)

Net Sell 1 txn

Insider MacGregor Bannor Michael

Role CEO

Sold 500,000 shs ($25K)

Type	Security	Shares	Price	Value
Sale	Common Stock	500,000	$0.05	$25K

Holdings After Transaction: Common Stock — 21,136,048 shares (Indirect, See Footnote)

Footnotes (1)

1. The securities reported herein are held of record by The Noah Morgan Private Family Trust. Effective 10/13/2023, pursuant to amendments to the Trust Agreement applicable solely to the Issuer's securities, the trustee has no discretionary voting power or dispositive power with respect to the Issuer's securities and acts solely in a directed, ministerial capacity upon the written direction of Bannor Michael MacGregor. Mr. MacGregor reports beneficial ownership solely to the extent he may be deemed to share voting and/or dispositive power with respect to such securities. Mr. MacGregor disclaims beneficial ownership except to the extent of any pecuniary interest, if any. Mr. MacGregor is a Managing Manager of Hyperion Sprung Private Family Trust Management Company, LLC, which acts as trustee of The Noah Morgan Private Family Trust. The securities reported in Table I are held by The Noah Morgan Private Family Trust. Mr. MacGregor disclaims beneficial ownership of such securities except to the extent of any pecuniary interest, if any. The reported disposition reflects a transfer by stock power from The Noah Morgan Private Family Trust to Kenneth Entler of 500,000 shares of the Issuer's common stock pursuant to a private stock purchase agreement at a price of $0.05 per share. The SPA states those terms expressly. In addition to the shares reflected in Column 5 of Table I as indirectly beneficially owned through The Noah Morgan Private Family Trust, the Reporting Person beneficially owns 95,455 shares of the Issuer's common stock held directly in a personal brokerage account. These shares were not acquired or disposed of in the transactions reported herein. Accordingly, following the transactions reported herein, the Reporting Person's total beneficial ownership of the Issuer's common stock is 21,231,503 shares (comprised of 21,136,048 shares held indirectly through the Trust and 95,455 shares held directly). The starting figures come from the prior MacGregor Form 4, reduced by the 500,000-share sale in the SPA.

Form 4 Insider Transactions: What Each Field Means →

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^*

MacGregor Bannor Michael

(Last) (First) (Middle)

13219 BOYCE MILL RD.

(Street)

DURHAM, NC 27703

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
American Picture House Corp [ APHP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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
Common Stock	03/16/2026	12/29/2025	S		500,000	D	$0.05	21,136,048	I(1)	See Footnote(2)(3)(4)

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. The securities reported herein are held of record by The Noah Morgan Private Family Trust. Effective 10/13/2023, pursuant to amendments to the Trust Agreement applicable solely to the Issuer's securities, the trustee has no discretionary voting power or dispositive power with respect to the Issuer's securities and acts solely in a directed, ministerial capacity upon the written direction of Bannor Michael MacGregor. Mr. MacGregor reports beneficial ownership solely to the extent he may be deemed to share voting and/or dispositive power with respect to such securities. Mr. MacGregor disclaims beneficial ownership except to the extent of any pecuniary interest, if any.

2. Mr. MacGregor is a Managing Manager of Hyperion Sprung Private Family Trust Management Company, LLC, which acts as trustee of The Noah Morgan Private Family Trust. The securities reported in Table I are held by The Noah Morgan Private Family Trust. Mr. MacGregor disclaims beneficial ownership of such securities except to the extent of any pecuniary interest, if any.

3. The reported disposition reflects a transfer by stock power from The Noah Morgan Private Family Trust to Kenneth Entler of 500,000 shares of the Issuer's common stock pursuant to a private stock purchase agreement at a price of $0.05 per share. The SPA states those terms expressly.

4. In addition to the shares reflected in Column 5 of Table I as indirectly beneficially owned through The Noah Morgan Private Family Trust, the Reporting Person beneficially owns 95,455 shares of the Issuer's common stock held directly in a personal brokerage account. These shares were not acquired or disposed of in the transactions reported herein. Accordingly, following the transactions reported herein, the Reporting Person's total beneficial ownership of the Issuer's common stock is 21,231,503 shares (comprised of 21,136,048 shares held indirectly through the Trust and 95,455 shares held directly). The starting figures come from the prior MacGregor Form 4, reduced by the 500,000-share sale in the SPA.

	/s/ Bannor Michael MacGregor	03/16/2026
	** 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).
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FAQ

What insider transaction did APHP disclose in this Form 4?

American Picture House Corp reported that a trust associated with its CEO disposed of 500,000 common shares. The transfer occurred via a private stock purchase agreement at $0.05 per share, moving shares from The Noah Morgan Private Family Trust to investor Kenneth Entler.

Who actually sold the 500,000 APHP shares reported in the filing?

The seller is The Noah Morgan Private Family Trust, which holds APHP shares for the benefit of parties including the CEO. Footnotes explain the trustee acts only on written direction from MacGregor Bannor Michael and that he disclaims beneficial ownership beyond any pecuniary interest.

At what price were the 500,000 American Picture House Corp shares transferred?

The 500,000 APHP common shares were transferred at $0.05 per share. This price and the share amount are set out in a private stock purchase agreement with buyer Kenneth Entler, which the footnotes state expressly defines these terms for the transaction.

How many APHP shares does MacGregor Bannor Michael beneficially own after the sale?

After the reported disposition, MacGregor Bannor Michael is shown as beneficially owning 21,231,503 APHP common shares. This consists of 21,136,048 shares held indirectly through The Noah Morgan Private Family Trust and 95,455 shares held directly in a personal brokerage account.

Does the APHP Form 4 involve any derivative securities or options?

No derivative securities are reported in this APHP Form 4. The transaction summary shows only a non-derivative sale of 500,000 common shares, with the derivative section empty, indicating no options, warrants, or similar instruments are included in this particular filing.

Was the APHP insider transaction executed under a Rule 10b5-1 trading plan?

The filing’s footnotes do not reference any Rule 10b5-1 trading plan. Instead, they describe a private stock purchase agreement between The Noah Morgan Private Family Trust and Kenneth Entler, specifying a negotiated transfer of 500,000 APHP shares at $0.05 per share.