American Picture House Corp (APHP) CEO-linked trust transfers 1.1M shares at $0.05

Rhea-AI Filing Summary

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

American Picture House Corp insider MacGregor Bannor Michael, through The Noah Morgan Private Family Trust, reported indirect dispositions of 1,100,000 shares of common stock on August 6, 2026. The Trust transferred 1,000,000 shares to Naveen Ramineni for $0.05 per share (aggregate $50,000) and four separate 25,000‑share blocks (100,000 shares total) to Diana, Leah, Amanda, and Jackson Rouvas for $0.05 per share (aggregate $5,000), each pursuant to private stock purchase agreements recorded by the transfer agent. Following these transactions, the reporting person states total beneficial ownership of 20,131,503 shares of American Picture House common stock, comprising 20,036,048 shares held indirectly through the Trust and 95,455 shares held directly, while disclaiming beneficial ownership of Trust shares except to the extent of any pecuniary interest.

Insider Trade Summary

Net Seller: 1,100,000 shares

Net Sell 2 txns

Insider MacGregor Bannor Michael

Role CEO

Sold 1,100,000 shs ($55K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2, F3, F5	1,000,000	$0.05	$50K
Sale	Common Stock F1, F2, F4, F5	100,000	$0.05	$5K

Holdings After Transaction: Common Stock — 20,036,048 shares (Indirect, See Footnote)

Footnotes (5)

1. F1. The securities reported herein are held of record by The Noah Morgan Private Family Trust (the "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. F2. Mr. MacGregor is a Managing Manager of Hyperion Sprung Private Family Trust Management Company, LLC, which acts as trustee of the Trust. The securities reported in Table I are held by the Trust. Mr. MacGregor disclaims beneficial ownership of such securities except to the extent of any pecuniary interest, if any.
3. F3. The reported disposition reflects a transfer by stock power from the Trust to Naveen Ramineni of 1,000,000 shares of the Issuer's common stock pursuant to a private stock purchase agreement at a price of $0.05 per share, for aggregate consideration of $50,000. The transfer was recorded on the books of the Issuer's transfer agent, Madison Stock Transfer, Inc., on August 6, 2026.
4. F4. The reported disposition reflects transfers by stock power from the Trust, in each case pursuant to a private stock purchase agreement at a price of $0.05 per share, of 25,000 shares to Diana Rouvas, 25,000 shares to Leah Rouvas, 25,000 shares to Amanda Rouvas, and 25,000 shares to Jackson Rouvas, aggregating 100,000 shares for aggregate consideration of $5,000. Each transfer was recorded on the books of the Issuer's transfer agent, Madison Stock Transfer, Inc., on August 6, 2026.
5. F5. In addition to the shares reflected in Column 5 of Table I as indirectly beneficially owned through the 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 20,131,503 shares (comprised of 20,036,048 shares held indirectly through the Trust and 95,455 shares held directly). The starting figures come from the prior MacGregor Form 4 filed March 16, 2026, reduced by the 1,100,000 shares transferred as described in footnotes (3) and (4).

Key Figures

Shares disposed: 1,100,000 shares Price per share: $0.05 per share Aggregate consideration (1,000,000-share transfer): $50,000 +4 more

7 metrics

Shares disposed 1,100,000 shares Total APHP common shares transferred indirectly through the Trust on August 6, 2026

Price per share $0.05 per share Consideration for each APHP common share in the private stock purchase agreements

Aggregate consideration (1,000,000-share transfer) $50,000 Transfer of 1,000,000 APHP shares from the Trust to Naveen Ramineni

Aggregate consideration (100,000-share transfers) $5,000 Four 25,000-share transfers from the Trust to the Rouvas family

Total beneficial ownership 20,131,503 shares APHP common shares beneficially owned by the reporting person after the transactions

Indirectly held through Trust 20,036,048 shares APHP shares beneficially owned indirectly via The Noah Morgan Private Family Trust

Directly held 95,455 shares APHP shares held directly in the reporting person’s personal brokerage account

Key Terms

beneficial ownership, disclaims beneficial ownership, private stock purchase agreement, stock power, +1 more

5 terms

beneficial ownership financial

"Accordingly, following the transactions reported herein, the Reporting Person's total beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

disclaims beneficial ownership financial

"Mr. MacGregor disclaims beneficial ownership except to the extent of any pecuniary interest"

private stock purchase agreement financial

"pursuant to a private stock purchase agreement at a price of $0.05 per share"

stock power financial

"The reported disposition reflects a transfer by stock power from the Trust"

pecuniary interest financial

"disclaims beneficial ownership except to the extent of any pecuniary interest, if any"

FAQ

What insider transaction did APHP’s MacGregor Bannor Michael report on this Form 4?

MacGregor Bannor Michael reported indirect dispositions of 1,100,000 APHP common shares on August 6, 2026, executed through The Noah Morgan Private Family Trust under private stock purchase agreements at $0.05 per share.

Who received the 1,100,000 APHP shares sold by the family trust?

The Trust transferred 1,000,000 APHP shares to Naveen Ramineni and four blocks of 25,000 shares each (total 100,000 shares) to Diana, Leah, Amanda, and Jackson Rouvas under private stock purchase agreements.

What prices and total proceeds were involved in the APHP share transfers?

All reported transfers were priced at $0.05 per APHP share. The 1,000,000‑share transfer generated $50,000 in aggregate consideration, and the 100,000‑share group transfers generated $5,000, for total consideration of $55,000.

How many APHP shares does MacGregor Bannor Michael report owning after these transactions?

After the reported dispositions, MacGregor Bannor Michael reports beneficial ownership of 20,131,503 APHP shares, including 20,036,048 shares held indirectly through the Trust and 95,455 shares held directly in a personal brokerage account.

How are the APHP shares in this Form 4 held, and what is the ownership nature?

The disposed shares were held by The Noah Morgan Private Family Trust, for which an LLC managed by MacGregor Bannor Michael serves as trustee. He reports indirect beneficial ownership and disclaims beneficial ownership except for any pecuniary interest.

Did the APHP CEO’s trust transactions involve market trades or private agreements?

The reported APHP transactions were private stock purchase agreements executed by stock powers from the Trust to individual purchasers, with each transfer recorded on the books of Madison Stock Transfer, Inc. on August 6, 2026.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/12/2026 - 04:51 PM Accepted by SEC EDGAR 08/12/2026 - 04:50 PM 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^*

MacGregor Bannor Michael

(Last) (First) (Middle)

13219 BOYCE MILL RD.

(Street)

DURHAM NORTH CAROLINA 27703

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2026

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
Common Stock	08/06/2026		S		1,000,000	D	$0.05	20,136,048	I(1)	See Footnote(2)(3)(5)
Common Stock	08/06/2026		S		100,000	D	$0.05	20,036,048	I(1)	See Footnote(2)(4)(5)

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 (the "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 Trust. The securities reported in Table I are held by the 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 Trust to Naveen Ramineni of 1,000,000 shares of the Issuer's common stock pursuant to a private stock purchase agreement at a price of $0.05 per share, for aggregate consideration of $50,000. The transfer was recorded on the books of the Issuer's transfer agent, Madison Stock Transfer, Inc., on August 6, 2026.

4. The reported disposition reflects transfers by stock power from the Trust, in each case pursuant to a private stock purchase agreement at a price of $0.05 per share, of 25,000 shares to Diana Rouvas, 25,000 shares to Leah Rouvas, 25,000 shares to Amanda Rouvas, and 25,000 shares to Jackson Rouvas, aggregating 100,000 shares for aggregate consideration of $5,000. Each transfer was recorded on the books of the Issuer's transfer agent, Madison Stock Transfer, Inc., on August 6, 2026.

5. In addition to the shares reflected in Column 5 of Table I as indirectly beneficially owned through the 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 20,131,503 shares (comprised of 20,036,048 shares held indirectly through the Trust and 95,455 shares held directly). The starting figures come from the prior MacGregor Form 4 filed March 16, 2026, reduced by the 1,100,000 shares transferred as described in footnotes (3) and (4).

	/s/ Bannor Michael MacGregor	08/12/2026
	** 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)