Boost Run Inc. (BRUN) sponsor entity shifts position with major share exercise

Rhea-AI Filing Summary

Boost Run Inc. insider filing shows entity-level warrant activity tied to director and ten-percent owner Weil B. Luke. Willow Lane Sponsor, LLC, an entity he manages, exercised derivative securities into 1,272,885 shares of Class A Common Stock at $1.75 per share and indirectly holds these shares. On the same date, the Sponsor disposed of 1,101,986 Warrants to the issuer, each exercisable for one share of Class A Common Stock at $1.75. After these transactions, the Sponsor’s indirect holdings include 3,355,789 shares of Class A Common Stock and 2,905,236 Warrants, with further exercises subject to a 9.8% ownership blocker.

Insights

Equity compensation and governance analyst

Entity-level warrant exercise and disposition look like structural, not directional, moves.

The activity centers on Willow Lane Sponsor, LLC, which Mr. Weil manages. The Sponsor exercised derivative securities into 1,272,885 Class A shares at $1.75 and disposed of 1,101,986 Warrants back to the issuer while retaining a large equity position.

This combination of exercise and issuer disposition typically reflects capital structure or agreement-driven changes rather than a clear bullish or bearish bet. A 9.8% blocker limits further exercises above that ownership level, constraining how much more equity the Sponsor can obtain through remaining Warrants.

From a governance perspective, Weil is both a director and ten-percent owner, but the filing emphasizes that beneficial ownership of Sponsor-held securities is disclaimed except for any pecuniary interest. Subsequent filings and the underlying transfer agreement with Goodrich ILMJS LLC may clarify longer-term ownership intentions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Weil B. Luke

Role null

Type	Security	Shares	Price	Value
Disposition	Warrants	1,101,986	$1.75	$1.93M
Exercise	Class A Common Stock	1,272,885	$1.75	$2.23M

Holdings After Transaction: Warrants — 2,905,236 shares (Indirect, By Willow Lane Sponsor, LLC); Class A Common Stock — 3,355,789 shares (Indirect, By Willow Lane Sponsor, LLC)

Footnotes (1)

1. Willow Lane Sponsor, LLC (the "Sponsor"), is the record holder of such securities. Mr. Weil is the sole managing member of the Sponsor and holds voting and investment discretion with respect to the shares of Class A Common Stock held of record by the Sponsor. Mr. Weil disclaims any beneficial ownership of the securities held by Willow Lane's Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The Sponsor is attributed beneficial ownership over the 1,272,885 shares of Class A Common Stock and 1,101,986 Warrants being transferred pursuant to the Amended and Restated Transfer Agreement, dated as of April 24, 2026, between the Sponsor and Goodrich ILMJS LLC. Exercise is subject to a 9.8% blocker.

Key Figures

Class A shares acquired: 1,272,885 shares Exercise price: $1.75 per share Warrants disposed to issuer: 1,101,986 warrants +4 more

7 metrics

Class A shares acquired 1,272,885 shares Exercised into Class A Common Stock at $1.75 on May 12, 2026

Exercise price $1.75 per share Price for converting derivative securities into Class A Common Stock

Warrants disposed to issuer 1,101,986 warrants Disposition to issuer on May 12, 2026 at $1.75 exercise price

Class A shares after transaction 3,355,789 shares Indirect holdings attributed to Willow Lane Sponsor, LLC

Warrants after transaction 2,905,236 warrants Remaining indirect warrant position attributed to the Sponsor

Ownership blocker 9.8% Further exercises of certain securities limited by 9.8% blocker

Warrant expiration May 8, 2031 Expiration date for the reported Warrants

Key Terms

disposition to issuer, beneficial ownership, pecuniary interest, 9.8% blocker, +1 more

5 terms

disposition to issuer financial

"transaction_action: issuer disposition; transaction_code_description: Disposition to issuer"

beneficial ownership regulatory

"Mr. Weil disclaims any beneficial ownership of the securities held by Willow Lane's Sponsor"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"other than to the extent of any pecuniary interest he may have therein"

9.8% blocker regulatory

"Exercise is subject to a 9.8% blocker."

Amended and Restated Transfer Agreement regulatory

"being transferred pursuant to the Amended and Restated Transfer Agreement, dated as of April 24, 2026"

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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^*

Weil B. Luke

(Last) (First) (Middle)

C/O BOOST RUN INC.

5 REVERE DRIVE, SUITE 200

(Street)

NORTHBROOK ILLINOIS 60062

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Boost Run Inc. [ BRUN ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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
Class A Common Stock	05/12/2026		M		1,272,885	D	$1.75	3,355,789	I	By Willow Lane Sponsor, LLC(1)

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	$1.75	05/12/2026		D			1,101,986	06/08/2026(2)	05/08/2031(2)	Class A Common Stock	1,101,986	$1.75	2,905,236	I	By Willow Lane Sponsor, LLC(1)

Explanation of Responses:

1. Willow Lane Sponsor, LLC (the "Sponsor"), is the record holder of such securities. Mr. Weil is the sole managing member of the Sponsor and holds voting and investment discretion with respect to the shares of Class A Common Stock held of record by the Sponsor. Mr. Weil disclaims any beneficial ownership of the securities held by Willow Lane's Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The Sponsor is attributed beneficial ownership over the 1,272,885 shares of Class A Common Stock and 1,101,986 Warrants being transferred pursuant to the Amended and Restated Transfer Agreement, dated as of April 24, 2026, between the Sponsor and Goodrich ILMJS LLC.

2. Exercise is subject to a 9.8% blocker.

	/s/ B. Luke Weil	06/15/2026
	** 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 transactions did Boost Run Inc. (BRUN) report for Willow Lane Sponsor, LLC?

Boost Run reported that Willow Lane Sponsor, LLC exercised derivative securities into 1,272,885 shares of Class A Common Stock at $1.75 and disposed of 1,101,986 Warrants to the issuer. These positions are held indirectly and attributed to the Sponsor entity associated with director Weil B. Luke.

How many Boost Run (BRUN) Class A shares does the Sponsor hold after this Form 4?

Following the reported transactions, Willow Lane Sponsor, LLC is attributed beneficial ownership over 3,355,789 shares of Boost Run Class A Common Stock. These shares are held indirectly, with Mr. Weil as sole managing member exercising voting and investment discretion over the Sponsor’s holdings.

What happened to the Boost Run (BRUN) Warrants in this insider filing?

The Sponsor disposed of 1,101,986 Boost Run Warrants to the issuer, each linked to one share of Class A Common Stock at a $1.75 exercise price. After this disposition, the Sponsor still holds 2,905,236 Warrants, reflecting a substantial remaining derivative position in the company.

Who controls the Boost Run (BRUN) securities held by Willow Lane Sponsor, LLC?

Mr. Weil is the sole managing member of Willow Lane Sponsor, LLC and has voting and investment discretion over its Boost Run securities. He formally disclaims beneficial ownership of these holdings except to the extent of any pecuniary interest he may have, directly or indirectly, in the Sponsor.

What is the 9.8% blocker mentioned in the Boost Run (BRUN) Form 4?

The filing notes that exercise of certain derivative securities is subject to a 9.8% blocker. This means exercises cannot increase ownership above 9.8%, limiting how many additional Boost Run shares can be acquired through those instruments at any given time under that restriction.

How is the transfer agreement referenced in the Boost Run (BRUN) insider filing relevant?

The footnote explains that the Sponsor is attributed beneficial ownership over 1,272,885 Class A shares and 1,101,986 Warrants being transferred under an Amended and Restated Transfer Agreement with Goodrich ILMJS LLC. This agreement governs how those securities move between the two parties.