Borealis Foods (BRLS) 10% owner adds 417,131 stock warrants

Rhea-AI Filing Summary

Borealis Foods Inc. ten percent owner Sergii Diachenko reported multiple open-market purchases of warrants linked to the company’s common stock. Across 30 derivative transactions, he bought 417,131 warrants at per-warrant prices such as $0.0579 and $0.1248.

Each warrant is exercisable for one share of common stock at a conversion price of $11.50 and carries an expiration date of February 9, 2029. Following the most recent purchase on March 3, 2026, Diachenko directly holds 3,017,135 warrants.

Insider Trade Summary

Net Buyer: 417,131 shares ($34,479)

Net Buy 30 txns

Insider Diachenko Sergii

Role 10% Owner

Bought 417,131 shs ($34K)

Type	Security	Shares	Price	Value
Purchase	Warrants	200	$0.0601	$12.02
Purchase	Warrants	16,935	$0.0579	$980.54
Purchase	Warrants	46,403	$0.1248	$6K
Purchase	Warrants	687	$0.1106	$75.98
Purchase	Warrants	4,800	$0.1179	$565.92
Purchase	Warrants	3,822	$0.1059	$404.75
Purchase	Warrants	30,983	$0.1199	$4K
Purchase	Warrants	16,702	$0.1191	$2K
Purchase	Warrants	1,148	$0.108	$123.98
Purchase	Warrants	22,755	$0.1102	$3K
Purchase	Warrants	27,774	$0.0691	$2K
Purchase	Warrants	1,101	$0.0698	$76.85
Purchase	Warrants	700	$0.0722	$50.54
Purchase	Warrants	500	$0.075	$37.50
Purchase	Warrants	600	$0.076	$45.60
Purchase	Warrants	32,743	$0.0766	$3K
Purchase	Warrants	1,250	$0.0713	$89.13
Purchase	Warrants	29,457	$0.0638	$2K
Purchase	Warrants	1,885	$0.065	$122.53
Purchase	Warrants	94	$0.065	$6.11
Purchase	Warrants	225	$0.065	$14.63
Purchase	Warrants	20,000	$0.065	$1K
Purchase	Warrants	5,700	$0.0673	$383.61
Purchase	Warrants	8,645	$0.0664	$574.03
Purchase	Warrants	72,822	$0.0651	$5K
Purchase	Warrants	50,650	$0.0643	$3K
Purchase	Warrants	250	$0.0643	$16.08
Purchase	Warrants	1,600	$0.0742	$118.72
Purchase	Warrants	400	$0.0697	$27.88
Purchase	Warrants	16,300	$0.0703	$1K

Holdings After Transaction: Warrants — 3,000,200 shares (Direct)

Footnotes (1)

Key Figures

Warrants purchased: 417,131 warrants Latest warrant holding: 3,017,135 warrants Example purchase price: $0.0579 per warrant +4 more

7 metrics

Warrants purchased 417,131 warrants Total buy shares across 30 derivative transactions

Latest warrant holding 3,017,135 warrants Directly owned after March 3, 2026 purchase

Example purchase price $0.0579 per warrant Open-market warrant buy on March 3, 2026

Highest reported purchase price $0.1248 per warrant Open-market warrant buy on May 19, 2025

Warrant exercise price $11.50 per share Conversion price into Borealis Foods common stock

Warrant expiration date February 9, 2029 Expiration for all reported warrant series

Number of buy transactions 30 transactions All coded as open-market purchases of warrants

Key Terms

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

5 terms

open-market purchase financial

"transaction_action": "open-market purchase" for each warrant transaction"

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" with each entry 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" for the reported warrants"

underlying security financial

"underlying_security_title": "Common Stock" for each warrant position"

ten percent owner regulatory

"is_ten_percent_owner": 1 for reporting person Diachenko Sergii"

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	10/09/2024		P		16,300		03/04/2024	02/09/2029	Common Stock	16,300	$0.0703	2,616,304	D
Warrants	$11.5	10/14/2024		P		400		03/04/2024	02/09/2029	Common Stock	400	$0.0697	2,616,704	D
Warrants	$11.5	10/16/2024		P		1,600		03/04/2024	02/09/2029	Common Stock	1,600	$0.0742	2,618,304	D
Warrants	$11.5	10/18/2024		P		250		03/04/2024	02/09/2029	Common Stock	250	$0.0643	2,618,554	D
Warrants	$11.5	10/21/2024		P		50,650		03/04/2024	02/09/2029	Common Stock	50,650	$0.0643	2,669,204	D
Warrants	$11.5	10/22/2024		P		72,822		03/04/2024	02/09/2029	Common Stock	72,822	$0.0651	2,742,026	D
Warrants	$11.5	10/23/2024		P		8,645		03/04/2024	02/09/2029	Common Stock	8,645	$0.0664	2,750,671	D
Warrants	$11.5	10/24/2024		P		5,700		03/04/2024	02/09/2029	Common Stock	5,700	$0.0673	2,756,371	D
Warrants	$11.5	10/25/2024		P		20,000		03/04/2024	02/09/2029	Common Stock	20,000	$0.065	2,776,371	D
Warrants	$11.5	10/28/2024		P		225		03/04/2024	02/09/2029	Common Stock	225	$0.065	2,776,596	D
Warrants	$11.5	10/29/2024		P		94		03/04/2024	02/09/2029	Common Stock	94	$0.065	2,776,690	D
Warrants	$11.5	11/08/2024		P		1,885		03/04/2024	02/09/2029	Common Stock	1,885	$0.065	2,778,575	D
Warrants	$11.5	11/11/2024		P		29,457		03/04/2024	02/09/2029	Common Stock	29,457	$0.0638	2,808,032	D
Warrants	$11.5	11/26/2024		P		1,250		03/04/2024	02/09/2029	Common Stock	1,250	$0.0713	2,809,282	D
Warrants	$11.5	12/06/2024		P		32,743		03/04/2024	02/09/2029	Common Stock	32,743	$0.0766	2,842,025	D
Warrants	$11.5	12/19/2024		P		600		03/04/2024	02/09/2029	Common Stock	600	$0.076	2,842,625	D
Warrants	$11.5	12/20/2024		P		500		03/04/2024	02/09/2029	Common Stock	500	$0.075	2,843,125	D
Warrants	$11.5	12/23/2024		P		700		03/04/2024	02/09/2029	Common Stock	700	$0.0722	2,843,825	D
Warrants	$11.5	12/27/2024		P		1,101		03/04/2024	02/09/2029	Common Stock	1,101	$0.0698	2,844,926	D
Warrants	$11.5	12/30/2024		P		27,774		03/04/2024	02/09/2029	Common Stock	27,774	$0.0691	2,872,700	D
Warrants	$11.5	01/16/2025		P		22,755		03/04/2024	02/09/2029	Common Stock	22,755	$0.1102	2,895,455	D
Warrants	$11.5	02/10/2025		P		1,148		03/04/2024	02/09/2029	Common Stock	1,148	$0.108	2,896,603	D
Warrants	$11.5	02/13/2025		P		16,702		03/04/2024	02/09/2029	Common Stock	16,702	$0.1191	2,913,305	D
Warrants	$11.5	02/14/2025		P		30,983		03/04/2024	02/09/2029	Common Stock	30,983	$0.1199	2,944,288	D
Warrants	$11.5	03/21/2025		P		3,822		03/04/2024	02/09/2029	Common Stock	3,822	$0.1059	2,948,110	D
Warrants	$11.5	03/25/2025		P		4,800		03/04/2024	02/09/2029	Common Stock	4,800	$0.1179	2,952,910	D
Warrants	$11.5	04/03/2025		P		687		03/04/2024	02/09/2029	Common Stock	687	$0.1106	2,953,597	D
Warrants	$11.5	05/19/2025		P		46,403		03/04/2024	02/09/2029	Common Stock	46,403	$0.1248	3,000,000	D
Warrants	$11.5	03/03/2026		P		200		03/04/2024	02/09/2029	Common Stock	200	$0.0601	3,000,200	D
Warrants	$11.5	03/03/2026		P		16,935		03/04/2024	02/09/2029	Common Stock	16,935	$0.0579	3,017,135	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 insider activity did Borealis Foods (BRLS) report in this Form 4?

Borealis Foods reported that ten percent owner Sergii Diachenko made a series of open-market purchases of company warrants. In total, he bought 417,131 warrants over 30 transactions, increasing his derivative exposure to the company’s common stock.

How many Borealis Foods warrants does Sergii Diachenko hold after these transactions?

After the reported transactions, Sergii Diachenko directly holds 3,017,135 warrants of Borealis Foods. This figure reflects his warrant position following the most recent open-market purchase recorded on March 3, 2026, as shown in the Form 4 data.

What prices did Borealis Foods (BRLS) warrants trade at in these insider purchases?

The reported warrant purchases occurred at per-warrant prices including $0.0579, $0.0601, $0.0691 and up to $0.1248. These prices represent what ten percent owner Sergii Diachenko paid in open-market transactions for the derivative securities.

What are the key terms of the Borealis Foods warrants bought by the insider?

Each purchased instrument is a warrant exercisable for Borealis Foods common stock at a conversion price of $11.50 per share. The warrants share a stated expiration date of February 9, 2029, according to the Form 4 transaction details.

Is the Borealis Foods insider activity in common stock or derivative securities?

The reported transactions involve derivative securities, specifically warrants on Borealis Foods common stock. Each warrant represents the right to purchase underlying common shares at a fixed exercise price, rather than direct trades in the common stock itself.