[144] Blade Air Mobility, Inc. SEC Filing

Rhea-AI Filing Summary

Ardelyx (ARDX) has filed an 8-K detailing three material events.

Item 2.02 – Results of Operations: Q2-25 financial results were released separately as Exhibit 99.1; the filing itself contains no revenue, EPS or guidance figures.

Item 5.02 – Executive Transition: CFO/COO Justin Renz will leave the role on the earlier of 31 Dec 2025 or 30 days after a new CFO begins. Under an August 1, 2025 Transition Agreement he will (i) remain on current salary, benefits and 2025 bonus eligibility (individual component fixed at 100%) through the separation date and (ii) receive change-in-control severance and a 12-month post-separation option exercise window, subject to customary release and compliance conditions.

Item 5.03 – Governance Changes: The Board adopted Second Amended & Restated Bylaws effective August 1. Key revisions tighten shareholder proposal procedures (record-holder requirement, 67% solicitation threshold, nominee cap), update quorum language, drop physical shareholder-list production, introduce a forum-selection clause and make other technical edits.

No other business, transactions or financial statements were reported.

Positive

• Orderly CFO transition with up to five-month overlap reduces leadership risk.
• Extended option exercise window may foster executive alignment through the transition.
• Bylaw revisions clarify procedural rules, potentially reducing legal ambiguity and costs.

Negative

• CFO/COO departure introduces leadership uncertainty if successor search drags.
• Stricter shareholder nomination thresholds could be viewed as entrenchment and attract governance criticism.
• Lack of embedded Q2 financial data limits immediate assessment of operating performance.

Insights

Corporate Governance Expert

TL;DR: Bylaw overhaul centralises control; may curb activist leverage but adds procedural clarity.

The revised bylaws impose stricter eligibility and solicitation thresholds on shareholders, reducing the ease of running dissident slates. Adding a forum-selection clause limits venue shopping for litigation, which can lower legal costs but may deter claims. Removing physical shareholder-list requirements aligns with recent Delaware reforms and digital practice. Overall governance impact is mildly shareholder-unfriendly yet operationally efficient.

Equity Analyst

TL;DR: Planned CFO exit is orderly; financial impact minimal unless replacement lags.

Renz’s staged departure gives up to five months for a successor search, limiting disruption. Continued salary and bonus accrual plus extended option life are modest, one-time costs. Without Q2 metrics we cannot gauge operating performance; investors should review Exhibit 99.1. Overall, today’s disclosures are governance-centric and unlikely to alter near-term valuation.

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

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	46918	177350.04	81017314	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	07/01/2023	Restricted Stock Units	Issuer			46918	07/01/2023	N/A

* 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
10b5-1 Sales for WILLIAM A HEYBURN 31 Hudson Yards, 14th Floor New York NY 10001	Common	06/09/2025	100000	406590.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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

When will Ardelyx's CFO Justin Renz leave the company?

No later than December 31, 2025, or 30 days after the new CFO’s start date, whichever comes first.

What severance benefits will the departing CFO receive?

If conditions are met, Mr. Renz receives benefits under the April 29, 2025 Change-in-Control Severance Agreement plus a 12-month option exercise window.

Why did Ardelyx amend its bylaws in August 2025?

The Second Amended & Restated Bylaws update shareholder proposal rules, quorum definitions, remove stockholder-list requirements and add a forum-selection clause.

Does the 8-K include Ardelyx’s Q2 2025 financial numbers?

No. The figures are in the press release filed as Exhibit 99.1; the 8-K only references their availability.

How do the bylaw changes affect shareholder nominations?

Shareholders must now be record owners, solicit holders of at least 67 % of voting shares, and cannot nominate more candidates than seats up for election.