[8-K] Churchill Capital Corp X Unit Reports Material Event

Rhea-AI Filing Summary

Insider Sale: Executive Vice President & Head of Institutional Bank John Leto filed a Form 4 for The Bancorp Inc. (TBBK).

• Transaction date: 08/01/2025
• Securities: 50,000 common shares sold (Code “S”)
• Average price: $60.3482 (price range $60.00-$61.56)
• Post-sale holdings: 114,111 shares held directly; 3,540 shares held indirectly via 401(k)

No derivative trades were reported, and the filing was made by a single reporting person. Based on the stated amounts, the executive disposed of roughly 30% of his prior direct position (50,000 of ~164,111 shares), reducing—yet still leaving—a sizeable equity stake.

The absence of earnings or corporate event disclosures means this filing is purely a record of insider activity; investors often view sizable insider sales as a potential negative sentiment signal, though motives can vary (liquidity, diversification, preset plans).

Positive

• Executive retains 114,111 direct shares, sustaining a meaningful equity alignment with shareholders.

Negative

• Sale of 50,000 shares (~30% of prior direct holdings) by EVP may be interpreted as a bearish sentiment signal.

Insights

Senior Equity Analyst

TL;DR: EVP sells 50k shares (~30% stake); modestly bearish insider signal, no related corporate news.

Materiality: While Form 4s don’t directly affect fundamentals, size and rank matter. Leto’s sale (~$3 m) is significant relative to his ownership, signalling some near-term profit-taking at 52-week highs. No 10b5-1 box is marked, suggesting it may not be a pre-scheduled trade. He still controls 117k shares, so alignment remains, but directionally this tilts negative for sentiment-driven investors. Fundamentals unchanged; impact rated negative but not transformational.

Corporate Governance Specialist

TL;DR: Large discretionary sale by key officer; governance impact limited, watch for pattern.

From a governance lens, isolated insider sales are common. The form indicates proper, timely reporting with remaining meaningful ownership, mitigating concerns of total exit. However, a 30% trim outside a disclosed 10b5-1 plan warrants monitoring for recurring sales that could erode perceived alignment. Overall influence on governance risk profile is neutral today, but trends matter.

Churchill Capital Corp X/Cayman false 0002007825 0002007825 2025-07-29 2025-07-29 0002007825 cccxw:UnitsEachConsistingOfOneClassAOrdinaryShareAndOneQuarterOfOneRedeemableWarrantMember 2025-07-29 2025-07-29 0002007825 us-gaap:CapitalUnitClassAMember 2025-07-29 2025-07-29 0002007825 cccxw:WarrantsEachWholeWarrantExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf11.50PerShareMember 2025-07-29 2025-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 29, 2025

CHURCHILL CAPITAL CORP X

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42646		86-1946291
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

640 Fifth Avenue, 14th Floor

New York, NY 10019

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 380-7500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-quarter of one redeemable warrant		CCCXU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		CCCX		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		CCCXW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Directors

On July 29, 2025, the board of directors (the “Board”) of Churchill Capital Corp X (the “Company”) appointed each of Paul Lapping and Stephen Murphy as a director of the Board, effective as of August 1, 2025. The Board also appointed Mr. Murphy as a member of the compensation committee and the audit committee of the Board (the “Audit Committee”), and Mr. Lapping as the chairperson of the Audit Committee, replacing William Sherman, who had served as the interim chairperson of the Audit Committee. Mr. Sherman will continue to serve as a member of the Audit Committee.

Paul D. Lapping, age 63, is the Manager of Jakal Investments, LLC, a private investment firm he founded in 2005 that focuses on technology, healthcare, fintech, and artificial intelligence sectors. He has also served as a director of Churchill Capital Corp IX (“Churchill IX”), a special purpose acquisition company (“SPAC”), since April 2025. From 2011 to 2012, Mr. Lapping served as Chief Operating Officer of SuRo Capital Corp. (NASDAQ: SSSS), a publicly traded, growth-stage venture capital firm (“Suro”). Prior to Suro, Mr. Lapping served as a director and Chief Financial Officer of New University Holdings Corp., a capital pool company listed on the TSX Venture Exchange, from August 2010 to August 2011. From October 2009 to May 2011, Mr. Lapping was Chief Financial Officer, Treasurer, Secretary, and a director of 57th Street General Acquisition Corp., a SPAC. Between 2007 and 2009, he served as Chief Financial Officer, Treasurer, and Secretary of Alternative Asset Management Acquisition Corp., also a SPAC. From 1995 to 2003, Mr. Lapping was a General Partner of Minotaur Partners II, L.P. and Merchant Partners, L.P., private equity partnerships focused on middle-market investments. From 1991 to 1995, Mr. Lapping led corporate development at Montgomery Ward Holding Corp., a diversified retail and direct marketing company. From 1988 to 1991, Mr. Lapping worked at Farley Industries, Inc. and its affiliated companies (including Fruit of the Loom, Inc. and West Point-Pepperell, Inc.) in corporate development and finance roles. Earlier in his career, Mr. Lapping worked with Golder, Thoma and Cressey, a private equity firm, and in the mergers and acquisitions group at Salomon Brothers Inc. Mr. Lapping is a Certified Public Accountant. He holds a Bachelor of Science degree from the University of Illinois and an M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Lapping is well-qualified to serve as a member of the Board due to his significant operational, financial and leadership experience and experience serving on SPAC boards.

Stephen Murphy, age 62, has served as the Co-Founding Partner of Merivel Capital Partners LLP, a boutique private placement group authorized by the UK FCA, since 2023. He has also served as the Co-Founder and Executive Chairman of Authentic Bespoke Limited, a boutique investment group, since 2017, and serves on the boards of all of its wholly-owned subsidiaries. Mr. Murphy has significant past investment banking, principal investing, and direct entrepreneurial experience across a wide range of industries and is actively involved in a number of international businesses at board levels. He has served as a director of Churchill IX since May 2024 and served as a director of Churchill Capital Corp VI and VII from 2021 until their respective liquidations. Mr. Murphy is also an angel investor in various technology companies which are pursuing “green” or sustainable solutions. He serves as a director of various companies related to Qalaa Holdings SAE, which is involved in energy and infrastructure investments in Egypt. He has also served principally as either a company director or chairman of various luxury goods companies in the UK and Ireland. Mr. Murphy was trained as a financial analyst in New York starting in 1986 and ultimately was made head of Salomon Brothers International’s M&A Group in London. He went on to become a Managing Director of Citigroup International. As a Managing Director of Citigroup International, Mr. Murphy was involved in the evaluation and execution of private and public financings and capital raising. Mr. Murphy received an M.A. from University of Dublin Trinity College. Mr. Murphy is well-qualified to serve as a member of the Board due to his significant financial and leadership experience and experience serving on SPAC boards.

No family relationships exist between Mr. Lapping, Mr. Murphy and any other directors or executive officers of the Company. Neither Mr. Lapping nor Mr. Murphy is a party to any arrangements with any other person pursuant to which he was nominated as a director. There are no transactions to which the Company is or was a participant and in which Mr. Lapping or Mr. Murphy has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

In connection with their appointments, each of Mr. Lapping and Mr. Murphy signed a joinder to that certain letter agreement dated as of May 13, 2025, by and among the Company, its officers, its directors and Churchill Sponsor X LLC, pursuant to which, among other things, the signatories agreed to waive certain redemption rights and to vote any ordinary shares of Company they hold in favor of an initial business combination. Each of Mr. Lapping and Mr. Murphy also entered into a standard director indemnity agreement with the Company, a form of which was filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 16, 2025.

Director Compensation Agreements

On August 1, 2025, the Company entered into a director agreement (“Director Agreement”) with each of Mr. Sherman, Mr. Lapping and Mr. Murphy, pursuant to which, in connection with each director’s continuing service as a director of the Company, the Company agreed to pay each director a cash compensation of $75,000 per annum, beginning on the later of the date of appointment of each director and August 1, 2025.

The foregoing summary of the Director Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Director Agreements, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Director Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				CHURCHILL CAPITAL CORP X
Date: August 4, 2025				By:		/s/ Jay Taragin
						Name: Jay Taragin
						Title: Chief Financial Officer

FAQ

How many TBBK shares did EVP John Leto sell?

He disposed of 50,000 common shares on 08/01/2025.

At what price were the TBBK shares sold?

The weighted-average sale price was $60.3482, within a $60.00–$61.56 range.

What is John Leto's remaining stake in The Bancorp Inc.?

After the transaction he holds 114,111 shares directly and 3,540 shares indirectly through a 401(k).

Were any derivative securities involved in this Form 4?

No, no derivative transactions were reported in Table II.

Was the sale under a Rule 10b5-1 trading plan?

The filing does not indicate that the transaction was executed under a 10b5-1 plan.