Big Digital Energy debt exchange yields 442,899 shares
Endeavor's debt exchange and PM Squared's purchase were entity-held transactions; a Series D share count differs between a reported entry and its linked note.
Rhea-AI Filing Summary
Big Digital Energy, Inc. (BGDE) reported Endeavor Blockchain, LLC’s exchange of $2,568,815.71 in revolving-line debt for 442,899 common shares, based on the stock’s market value immediately before the September 18, 2026 agreement. Endeavor owns the shares; Joshua Kilgore, the issuer’s executive chairman and a director as of April 6, 2026, is Endeavor’s sole member and manager.
PM Squared, LLC purchased 795 common shares on September 21, 2026, at a weighted-average $6.21 per share; reported transaction prices ranged from $6.0649 to $6.4458. Phillip Stanley, the issuer’s CEO and a director as of April 6, 2026, is PM Squared’s managing member. The report also lists Six Thirty AI, LLC-owned Series D preferred-share dispositions of 250 shares on September 21 and 500 on September 22. Their linked notes describe YA II PN, Ltd. exercising debt-exchange rights for 250 shares on each date. Six Thirty is managed and controlled by Cody Smith, the issuer’s COO and a director as of April 6, 2026, and Stanley and Kilgore.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Insider Trade Summary
Net Buyer: 795 shares
Net Buy
6 txns
Insider
Endeavor Blockchain, LLC, Kilgore Joshua Allen, Smith Cody, PM Squared LLC, Six Thirty AI, LLC
Role
10% Owner | SEE REMARKS | 10% Owner | 10% Owner | 10% Owner
Bought
795 shs ($5K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Series D Preferred F7, F6 | 500 | -- | -- |
| Grant/Award | Common Shares F1, F2 | 442,899 | $5.80 | $2.57M |
| Purchase | Common Shares F3, F4 | 795 | $6.21 | $5K |
| Other | Series D Preferred F5, F6 | 250 | -- | -- |
| holding | Common Shares F8 | -- | -- | -- |
| holding | Common Shares F9 | -- | -- | -- |
Holdings After Transaction:
Common Shares — 141,850 shares (Direct);
Series D Preferred — 15,650 shares (Direct)
Footnotes (9)
- F1. On September 18, 2026, the Issuer entered into an Exchange Agreement with Endeavor Blockchain, LLC ("Endeavor"), pursuant to which Endeavor agreed to exchange the outstanding amount of $2,568,815.71 under the Revolving Line of Credit Promissory Note, dated May 28, 2026, for 442,899 shares of the Issuer's common stock based on the market value of the common stock immediately preceding the signing of the Exchange Agreement. The exchange was approved by a Special Transactions Committee of the Board, composed of disinterested directors.
- F2. These shares are owned solely by Endeavor Blockchain, LLC. Joshua Kilgore is the sole member and manager of Endeavor Blockchain, LLC.
- F3. The purchase price reported above is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.0649 to $6.4458, inclusive. The Reporting Person undertakes to provide to Big Digital Energy, Inc., any security holder of Big Digital Energy, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
- F4. These shares are owned solely by PM Squared, LLC, which is a member of a "group" with Endeavor Blockchain, LLC for purposes of Section 13(d) of the Exchange Act. Phil Stanley, the managing member and Chief Executive Officer of PM Squared, LLC, was appointed as the Chief Executive Officer and as a director of the Issuer as of April 6, 2026.
- F5. On September 21, 2026, YA II PN, Ltd. ("YA") exercised its right to exchange outstanding debt owed by Six Thirty AI, LLC ("Six Thirty") for 250 shares of the Series D preferred stock of Big Digital Energy, Inc. pursuant to the terms of a Loan and Guaranty Agreement between the parties dated June 30, 2026. Six Thirty maintained no control over the timing, pricing or amount of this exchange. YA and the lenders represented by it are not affiliated with Six Thirty or the other group members identified on this Form 4. Accordingly, the transaction is reported using Code J as an unorthodox transaction under the doctrine of Kern County Land Co. v. Occidental Petroleum Corp., 411 U.S. 582 (1973).
- F6. These shares are owned solely by Six Thirty AI, LLC, a Texas limited liability company managed and controlled by Cody Smith, Phillip Stanley and Joshua Kilgore.
- F7. On September 22, 2026, YA II PN, Ltd. ("YA") exercised its right to exchange outstanding debt owed by Six Thirty AI, LLC ("Six Thirty") for 250 shares of the Series D preferred stock of Big Digital Energy, Inc. pursuant to the terms of a Loan and Guaranty Agreement between the parties dated June 30, 2026. Six Thirty maintained no control over the timing, pricing or amount of this exchange. YA and the lenders represented by it are not affiliated with Six Thirty or the other group members identified on this Form 4. Accordingly, the transaction is reported using Code J as an unorthodox transaction under the doctrine of Kern County Land Co. v. Occidental Petroleum Corp., 411 U.S. 582 (1973).
- F8. These shares are owned solely by Joshua Kilgore, who is a member of a "group" with Endeavor Blockchain, LLC for purposes of Section 13(d) of the Exchange Act. Joshua Kilgore is the Executive Chairman and a director of the Issuer as of April 6, 2026.
- F9. These shares are owned solely by Cody Smith, who is a member of a "group" with Endeavor Blockchain, LLC for purposes of Section 13(d) of the Exchange Act. Cody Smith was appointed as the Chief Operating Officer and as a director of the Issuer as of April 6, 2026.
Key Figures
Common shares received by Endeavor: 442,899 shares
Debt amount exchanged: $2,568,815.71
Common-share transaction price: $5.80 per share
+3 more
6 metrics
Common shares received by Endeavor
442,899 shares
Exchange of revolving-line debt
Debt amount exchanged
$2,568,815.71
Outstanding amount under the Revolving Line of Credit Promissory Note
Common-share transaction price
$5.80 per share
Endeavor debt exchange
Common shares purchased by PM Squared
795 shares
September 21, 2026
Weighted-average purchase price
$6.21 per share
PM Squared purchase
Purchase price range
$6.0649 to $6.4458 per share
Prices for PM Squared’s multiple transactions
Key Terms
Revolving Line of Credit Promissory Note, weighted average price, Loan and Guaranty Agreement, unorthodox transaction, +1 more
5 terms
Revolving Line of Credit Promissory Note financial
"outstanding amount under the Revolving Line of Credit Promissory Note"
weighted average price financial
"purchase price reported above is a weighted average price"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Loan and Guaranty Agreement financial
"pursuant to the terms of a Loan and Guaranty Agreement"
unorthodox transaction regulatory
"reported using Code J as an unorthodox transaction"
Section 13(d) regulatory
"a member of a group for purposes of Section 13(d) of the Exchange Act"
A Section 13(d) filing is a public disclosure required under U.S. securities law when a person or group acquires more than 5% of a company’s registered equity and may influence control. The filer must report who owns the shares, how they were acquired, and any plans or intentions for the company, so the market and other shareholders can see if a large buyer is attempting a takeover or other strategic move. Think of it like a formal announcement that someone has crossed a threshold and is showing their hand.
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