STOCK TITAN

Boost Run (BRUN) CEO holds 29,533,018 convertible Class B shares

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Boost Run Inc. filed an initial statement of beneficial ownership showing that Chief Executive Officer and director Karos Andrew directly holds 29,533,018 shares of Class B Common Stock. Each Class B share is convertible into one share of Class A Common Stock under the terms described.

The filing lists this large Class B position, which currently represents Andrew’s direct holding, and does not report any recent purchases or sales. The Class B shares automatically convert into Class A shares upon certain events, including specified transfers, his ceasing to serve as an executive or director, or his beneficial ownership falling below 40% of his initial Class B stake, subject to stated exceptions.

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Insider Karos Andrew
Role Chief Executive Officer
Type Security Shares Price Value
holding Class B Common Stock, par value $0.0001 per share -- -- --
Holdings After Transaction: Class B Common Stock, par value $0.0001 per share — 29,533,018 shares (Direct)
Footnotes (1)
  1. F1. Each share of Class B Common Stock is convertible into one share of Class A Common Stock. Shares of Class B common stock held by the Reporting Person will automatically convert into an equal number of shares of Class A common stock upon (i) any sale, assignment, transfer or other disposition of such shares, other than certain permitted transfers, (ii) his cessation as an executive officer or director of the Company, or (iii) the date on which he ceases to beneficially own at least 40% of the shares of Class B common stock he held immediately following the closing, in each case subject to specified exceptions.
Class B shares owned 29,533,018 shares Direct beneficial ownership reported on Form 3
Underlying Class A shares 29,533,018 shares Each Class B share convertible into one Class A share
Exercise price $0.0000 per share Conversion/exercise price for Class B into Class A
Ownership status More-than-10% owner CEO, director, and ten percent owner designation
Class B Common Stock financial
"Each share of Class B Common Stock is convertible into one share of Class A Common Stock."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Class A Common Stock financial
"underlying_security_title": "Class A Common Stock, par value $0.0001 per share""
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
convertible financial
"Each share of Class B Common Stock is convertible into one share of Class A Common Stock."
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.
beneficially own financial
"the date on which he ceases to beneficially own at least 40% of the shares of Class B common stock he held immediately following the closing"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What does Boost Run (BRUN) CEO Karos Andrew report on this Form 3?

Karos Andrew reports direct beneficial ownership of 29,533,018 shares of Boost Run Class B Common Stock. This is an initial disclosure of his equity stake as CEO, director, and more-than-10% owner, rather than a report of new buying or selling activity.

How many Boost Run (BRUN) Class B shares does the CEO hold?

The CEO holds 29,533,018 shares of Boost Run Class B Common Stock directly. This entire Class B position is reported as beneficially owned, forming a significant stake and establishing his status as a more-than-10% shareholder in the company.

How are Boost Run (BRUN) Class B shares convertible into Class A shares?

Each Class B Common Stock share is convertible into one share of Class A Common Stock. The footnote explains that conversion occurs automatically upon certain events, including specified transfers, loss of executive or director roles, or falling below 40% of the initial Class B holdings.

Does this Boost Run (BRUN) Form 3 show any insider buying or selling?

The Form 3 does not show insider buying or selling; it records an existing holding. The transaction section is characterized as a holding entry, with no buy or sell transactions and 29,533,018 Class B shares reported as owned following the reported position.

What triggers automatic conversion of Boost Run (BRUN) Class B to Class A?

Automatic conversion to Class A occurs upon certain dispositions, loss of executive or director status, or the CEO ceasing to beneficially own at least 40% of his initial Class B stake. These events cause Class B shares to convert into an equal number of Class A shares.

Is the Boost Run (BRUN) CEO’s Class B ownership direct or indirect?

The CEO’s reported ownership of Class B shares is direct according to the filing. The ownership code is shown as direct, and there is no indication in the provided footnotes that the shares are held through a separate trust, partnership, or other related entity.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Karos Andrew

(Last)(First)(Middle)
C/O BOOST RUN INC.
5 REVERE DRIVE, SUITE 200

(Street)
NORTHBROOK ILLINOIS 60062

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2026
3. Issuer Name and Ticker or Trading Symbol
Boost Run Inc. [ BRUN ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock, par value $0.0001 per share (1) (1)Class A Common Stock, par value $0.0001 per share29,533,018(1)D
Explanation of Responses:
1. Each share of Class B Common Stock is convertible into one share of Class A Common Stock. Shares of Class B common stock held by the Reporting Person will automatically convert into an equal number of shares of Class A common stock upon (i) any sale, assignment, transfer or other disposition of such shares, other than certain permitted transfers, (ii) his cessation as an executive officer or director of the Company, or (iii) the date on which he ceases to beneficially own at least 40% of the shares of Class B common stock he held immediately following the closing, in each case subject to specified exceptions.
/s/ Andrew Karos05/15/2026
** Signature of Reporting PersonDate
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 5 (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 3: SEC 1473 (03-26)