Boost Run Inc. (BRUN) amended its S-1 to register the resale by selling holders of up to 58,738,753 shares of Class A common stock; the amendment registers no additional securities. Boost Run says it will receive no proceeds from the selling holders’ sales.
The resale shares represent approximately 77% of total outstanding common stock on a fully diluted basis as of July 2, 2026. Boost Run states that sale of all the offered shares could result in a significant decline in its public trading price. As of October 6, 2026, Andrew Karos beneficially owned approximately 87% of the voting power, and Boost Run identified itself as a controlled company exempt from certain Nasdaq governance requirements. The company also reports that all warrants have been exercised or redeemed and none remain outstanding.
Boost Run Inc. Chief Technology Officer Daniel Gormley-Rahn was granted 1,400,000 restricted stock units on September 29, 2026; each unit represents a contingent right to receive one common share. He also reported direct ownership of 2,278,257 Class A common shares as of September 29, 2026.
On September 30, 2026, Boost Run LLC, a wholly owned subsidiary of Boost Run Inc. (BRUN), entered into a service agreement with Cohere Inc. for access to dedicated GPU cloud computing infrastructure and related services. Subject to the satisfaction of delivery and acceptance requirements and any termination described in the agreement, Cohere committed to pay Boost Run approximately $525.6 million over the agreement term, with a portion payable as a prepayment.
Each rack’s term is approximately five years from Cohere’s acceptance; acceptance of the initial infrastructure is currently expected to begin in the second quarter of 2027. If a specified minimum amount of infrastructure has not been accepted by July 15, 2027, Cohere may terminate and receive a refund of prepaid amounts. If that minimum has been accepted, Cohere may terminate the order for infrastructure not accepted by then and receive related prepaid amounts. Boost Run Inc. guarantees refunds up to the prepayment received by Boost Run and not applied against fees.
Boost Run Inc. granted time-based RSUs under its 2026 Omnibus Incentive Plan on September 29, 2026: Chief Financial Officer Erik Guckel received 2,890,000; Chief Operating Officer Harilaos Georgakopoulos, 300,000; and Chief Technology Officer Daniel Gormley-Rahn, 1,400,000. The awards vest subject to continued service: Guckel’s 40% on May 15, 2027, with the remaining 60% in eight substantially equal quarterly installments through June 15, 2029; Georgakopoulos’s in substantially equal annual installments on September 29, 2027, 2028, and 2029; and Gormley-Rahn’s in nine substantially equal quarterly installments from May 15, 2027, through June 15, 2029.
The Compensation Committee recommended, and the disinterested directors approved, a one-time $1,000,000 cash recognition award for Chief Operating Officer and Director Harilaos Georgakopoulos, payable in $500,000 on October 15, 2026, $300,000 on January 15, 2027, and $200,000 on April 15, 2027. Each installment requires continued employment in good standing and satisfactory performance as COO or in another executive-level position. If he voluntarily resigns or is terminated for Cause before the 24-month anniversary of the first payment, unpaid installments are forfeited and gross amounts previously received must be repaid.
Boost Run Inc. (BRUN) Chief Operating Officer Harilaos Georgakopoulos was granted 300,000 restricted stock units on September 29, 2026. Each unit represents a contingent right to receive one share of common stock. The units will vest in substantially equal annual installments on each of the first three anniversaries of the September 29, 2026 Vesting Start Date, subject to continued service. His reported direct position after the grant was 300,000 restricted stock units.
Boost Run Inc. (BRUN) Chief Financial Officer Erik Guckel was granted 2,890,000 restricted stock units on September 29, 2026. Each unit represents a contingent right to receive one common share. 40% will vest on May 15, 2027; the remaining 60% will vest in eight substantially equal installments through June 15, 2029, in each case subject to continued service.
Boost Run Inc. (BRUN) director Sean Goodrich reported that Goodrich ILMJS LLC, an entity he manages, sold 500,000 shares of Class A Common Stock on September 14, 2026 at $14.00 per share in an open-market or private transaction. After the sale, the LLC held 4,437,921 shares indirectly attributed to Goodrich, who disclaims beneficial ownership beyond any pecuniary interest. No Rule 10b5-1 trading plan is reported.
Boost Run Inc. (BRUN) received an amended Schedule 13D (Amendment No. 2) from Sean Goodrich and Goodrich ILMJS LLC, reporting changes in their holdings and related arrangements. On September 14, 2026, they sold 500,000 shares of Class A Common Stock in an open-market transaction at $14.00 per share.
After this sale, the reporting persons may be deemed to beneficially own 4,437,921 shares of Class A Common Stock, or 8.88% of the outstanding class, based on 49,954,423 shares outstanding as of August 17, 2026. The filing also details prior founder share and warrant purchases, registration rights, an earnout of 1,968,750 shares tied to VWAP price thresholds, and various related agreements tied to the business combination structure.
Boost Run Inc. (BRUN) reported insider activity by director Sean Goodrich involving indirect holdings through LLCs. On 2026-08-19, Goodrich ILMJS LLC exercised 1,101,986 Warrants with a $11.50 exercise price, converting them into 1,101,986 shares of Class A Common Stock held indirectly. The corresponding Warrant position reported in this filing fell to 0. On 2026-08-27, Goodrich ILJMS LLC sold 198,200 shares of Class A Common Stock at $20.15 per share, leaving 4,937,921 shares of Class A Common Stock held indirectly. A footnote states that Goodrich ILMJS LLC is the record holder, that Mr. Goodrich is its managing member with voting and investment discretion over those shares, and that he disclaims beneficial ownership except to the extent of his pecuniary interest.
Boost Run Inc. (BRUN) received an amended Schedule 13D from Sean Goodrich and Goodrich ILMJS LLC, reporting beneficial ownership of 5,136,121 shares of Class A Common Stock, or 10.28% of the class as of August 28, 2026. Mr. Goodrich, a non‑employee director of Boost Run Inc., is the managing member of the SPV and holds voting and investment discretion over these securities, while disclaiming beneficial ownership beyond any pecuniary interest.
On August 19, 2026, the reporting persons exercised 1,101,968 Private Placement Warrants at $11.50 per warrant, receiving the same number of Class A shares, following the company’s notice that any warrants remaining unexercised by August 20, 2026 would be redeemed for $0.01 per warrant. The SPV previously acquired founder shares and private warrants from the sponsor and received 1,968,750 earnout shares under an Earnout Agreement tied to VWAP price thresholds. Various agreements, including a Transfer Agreement, Registration Rights Agreement, Earnout Agreement, Letter Agreement and Escrow Agreement, govern transfer restrictions and registration rights related to these holdings.