Insider at Borealis Foods (BRLS) adds 55,336 stock warrants

Rhea-AI Filing Summary

Borealis Foods Inc. ten percent owner Sergii Diachenko bought additional derivative exposure through open-market warrant purchases. Across five trades dated March 5, 18, 20 and 23, he acquired a total of 55,336 warrants at prices around $0.058 per warrant.

Each warrant is exercisable for one share of common stock at a conversion price of $11.50 and expires on February 9, 2029. Following these transactions, his directly held warrant position reported in this filing stands at 3,072,471 warrants.

Insider Trade Summary

Net Buyer: 55,336 shares ($3,209)

Net Buy 5 txns

Insider Diachenko Sergii

Role 10% Owner

Bought 55,336 shs ($3K)

Type	Security	Shares	Price	Value
Purchase	Warrants	961	$0.058	$55.74
Purchase	Warrants	45,875	$0.058	$3K
Purchase	Warrants	4,075	$0.058	$236.35
Purchase	Warrants	4,025	$0.058	$233.45
Purchase	Warrants	400	$0.0579	$23.16

Holdings After Transaction: Warrants — 3,072,471 shares (Direct)

Footnotes (1)

Key Figures

Warrants bought: 55,336 warrants Purchase price: $0.0579–$0.058 per warrant Post-transaction warrants held: 3,072,471 warrants +2 more

5 metrics

Warrants bought 55,336 warrants Total across five open-market purchases

Purchase price $0.0579–$0.058 per warrant Reported transaction price per warrant

Post-transaction warrants held 3,072,471 warrants Direct holdings after final reported trade

Exercise price $11.50 per share Conversion or exercise price of each warrant

Warrant expiration February 9, 2029 Common expiration date for the warrants

Key Terms

open-market purchase, Warrants, conversion or exercise price, underlying security title, +1 more

5 terms

open-market purchase financial

"transaction_action: open-market purchase of warrants"

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

Warrants financial

"security_title: Warrants linked to common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

conversion or exercise price financial

"conversion_or_exercise_price: 11.5000 per underlying share"

underlying security title financial

"underlying_security_title: Common Stock for each warrant"

expiration date financial

"expiration_date: 2029-02-09T00:00:00.000Z for warrants"

The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

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^*

Diachenko Sergii

(Last) (First) (Middle)

2225 BENSON AVE 5 F 5 FLR

(Street)

BROOKLYN NEW YORK 11214

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Borealis Foods Inc. [ BRLSW ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2024

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

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
Warrants	$11.5	03/05/2026		P		400		03/04/2024	02/09/2029	Common Stock	400	$0.0579	3,017,535	D
Warrants	$11.5	03/18/2026		P		4,025		03/04/2024	02/09/2029	Common Stock	4,025	$0.058	3,021,560	D
Warrants	$11.5	03/20/2026		P		45,875		03/04/2024	02/09/2029	Common Stock	45,875	$0.058	3,067,435	D
Warrants	$11.5	03/20/2026		P		4,075		03/04/2024	02/09/2029	Common Stock	4,075	$0.058	3,071,510	D
Warrants	$11.5	03/23/2026		P		961		03/04/2024	02/09/2029	Common Stock	961	$0.058	3,072,471	D

Explanation of Responses:

Remarks:

The Reporting Person is a significant holder of the Issuer's warrants. This filing is being made to reflect the Reporting Person's status as a beneficial owner of more than 10% of the outstanding class of warrants. The Reporting Person intends to closely monitor the Issuer's restructuring process and evaluate all options regarding his investment.

	/s/ Sergii Diachenko	04/09/2026
	** 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)

FAQ

What did the Borealis Foods (BRLS) insider buy in this Form 4?

The filing shows ten percent owner Sergii Diachenko bought 55,336 Borealis Foods warrants in open-market transactions. These derivative securities each relate to one share of common stock and expand his existing warrant position reported in the document.

At what price were the Borealis Foods (BRLS) warrants purchased?

The warrants were purchased at about $0.058 per warrant, with one trade at $0.0579 and the others at $0.058. These prices reflect the cost of acquiring the warrants, separate from their $11.50 exercise price for underlying common stock.

How many Borealis Foods (BRLS) warrants does the insider hold after these trades?

After the reported transactions, Sergii Diachenko holds 3,072,471 warrants directly. This total reflects his warrant position immediately following the final listed purchase, as disclosed in the post-transaction holdings column of the Form 4 data.

What are the key terms of the Borealis Foods (BRLS) warrants in this filing?

Each warrant is exercisable into one share of Borealis common stock at a conversion or exercise price of $11.50. The warrants share an expiration date of February 9, 2029, defining how long the holder can choose to exercise them.

Were the Borealis Foods (BRLS) insider transactions open-market purchases?

Yes. Each transaction in the filing is coded as "P" for open-market purchase, with the description confirming purchases in open market or private transactions. The data categorize all five trades as buy-side warrant acquisitions rather than sales or exercises.