CDT Equity (CDT) entities cashlessly exercise all pre-funded warrants

Rhea-AI Filing Summary

CDT Equity Inc. reported indirect restructuring transactions involving entities associated with Mark Taylor. On February 19, 2026, Prospect Finance Limited transferred 46,902 shares of Common Stock and pre-funded warrants to purchase 9,968,931 shares of Common Stock to a third party for no consideration.

Following stockholder approval at a special meeting, on March 17, 2026 Prospect Capital Securities Limited and Prospect Finance Limited cashlessly exercised all of their remaining Pre-Funded Warrants and received 36,544,028 and 14,876,330 CDT Equity Common shares, respectively. Mark Taylor is the sole director and shareholder of both entities and may be deemed to beneficially own these securities, but he disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Taylor Mark Andrew, Prospect Capital Securities Ltd, Prospect Finance Ltd

Role 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Other	Pre-Funded Warrants	51,161,318	$0.00	--
Other	Common Stock	51,420,358	$0.00	--
Other	Pre-Funded Warrants	9,968,931	$0.00	--
Other	Common Stock	46,902	$0.00	--

Holdings After Transaction: Pre-Funded Warrants — 0 shares (Indirect, By Prospect Capital Securities Limited and Prospect Finance Limited); Common Stock — 51,700,014 shares (Indirect, By Prospect Capital Securities Limited and Prospect Finance Limited)

Footnotes (1)

1. On February 19, 2026, Prospect Finance Limited, a New Zealand company ("Prospect Finance"), transferred (i) 46,902 shares of common stock, par value $0.0001 per share (the "Common Stock"), of CDT Equity Inc. (the "Issuer"), and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase 9,968,931 shares of Common Stock, to a third party, each for no consideration. Mark Taylor is the sole director and sole shareholder of each of Prospect Capital Securities Limited, a New Zealand company ("Prospect Capital"), and Prospect Finance. By virtue of these relationships, Mr. Taylor may be deemed to beneficially own the securities held of record by each of Prospect Capital and Prospect Finance. Mr. Taylor disclaims any such beneficial ownership except to the extent of his pecuniary interest therein. On March 17, 2026, following the certification of the results of the Issuer's special meeting of stockholders wherein the stockholders approved the issuance of Common Stock upon the exercise of the Pre-Funded Warrants, the Pre-Funded Warrants became exercisable and Prospect Capital and Prospect Finance each exercised all of their Pre-Funded Warrants pursuant to the "cashless" exercise provision thereof and received 36,544,028 and 14,876,330 shares of Common Stock, respectively. The Pre-Funded Warrants have no expiration date and are exercisable until exercised in full.

Key Figures

Common shares transferred: 46,902 shares Pre-Funded Warrants transferred: 9,968,931 warrants Shares from warrant exercise (Prospect Capital): 36,544,028 shares +2 more

5 metrics

Common shares transferred 46,902 shares Transferred by Prospect Finance Limited on February 19, 2026

Pre-Funded Warrants transferred 9,968,931 warrants Transferred to a third party for no consideration on February 19, 2026

Shares from warrant exercise (Prospect Capital) 36,544,028 shares Cashless exercise of Pre-Funded Warrants on March 17, 2026

Shares from warrant exercise (Prospect Finance) 14,876,330 shares Cashless exercise of Pre-Funded Warrants on March 17, 2026

Common shares held after March 17 transaction 51,700,014 shares Total indirect CDT common stock reported following Form 4 transaction

Key Terms

Pre-Funded Warrants, cashless exercise, special meeting of stockholders, beneficially own, +1 more

5 terms

Pre-Funded Warrants financial

"pre-funded warrants (the "Pre-Funded Warrants") to purchase 9,968,931 shares of Common Stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

cashless exercise financial

"each exercised all of their Pre-Funded Warrants pursuant to the "cashless" exercise provision thereof"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

special meeting of stockholders financial

"following the certification of the results of the Issuer's special meeting of stockholders wherein the stockholders approved"

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

beneficially own financial

"may be deemed to beneficially own the securities held of record by each of Prospect Capital and Prospect Finance"

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.

pecuniary interest financial

"Mr. Taylor disclaims any such beneficial ownership except to the extent of his pecuniary interest therein"

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^*

Taylor Mark Andrew

(Last) (First) (Middle)

418 SPEARGRASS FLAT ROAD

(Street)

QUEENSTOWN 00000

(City) (State) (Zip)

NEW ZEALAND

(Country)

2. Issuer Name and Ticker or Trading Symbol
CDT Equity Inc. [ CDT ]

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)
02/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Common Stock	02/19/2026(1)		J		46,902(1)(2)	D	$0(1)	279,656(2)	I	By Prospect Finance Limited(2)
Common Stock	03/17/2026(3)		J		51,420,358(2)(3)	A	$0(3)	51,700,014(2)	I	By Prospect Capital Securities Limited and Prospect Finance Limited(2)

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
Pre-Funded Warrants	$0(1)	02/19/2026(1)		J			9,968,931(1)	03/17/2026(3)	(3)	Common Stock	9,968,931	$0(1)	14,609,501	I	By Prospect Finance Limited(2)
Pre-Funded Warrants	$0(3)	03/17/2026(3)		J			51,161,318(1)(3)	03/17/2026(1)	(3)	Common Stock	51,161,318	$0(3)	0	I	By Prospect Capital Securities Limited and Prospect Finance Limited(2)

1. Name and Address of Reporting Person^*

Taylor Mark Andrew

(Last) (First) (Middle)

418 SPEARGRASS FLAT ROAD

(Street)

QUEENSTOWN 00000

(City) (State) (Zip)

NEW ZEALAND

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Prospect Capital Securities Ltd

(Last) (First) (Middle)

LEVEL 4 16 VIADUCT HARBOUR AVENUE

(Street)

AUCKLAND 00000

(City) (State) (Zip)

NEW ZEALAND

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Prospect Finance Ltd

(Last) (First) (Middle)

LEVEL 4 16 VIADUCT HARBOUR AVENUE

(Street)

AUCKLAND 00000

(City) (State) (Zip)

NEW ZEALAND

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On February 19, 2026, Prospect Finance Limited, a New Zealand company ("Prospect Finance"), transferred (i) 46,902 shares of common stock, par value $0.0001 per share (the "Common Stock"), of CDT Equity Inc. (the "Issuer"), and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase 9,968,931 shares of Common Stock, to a third party, each for no consideration.

2. Mark Taylor is the sole director and sole shareholder of each of Prospect Capital Securities Limited, a New Zealand company ("Prospect Capital"), and Prospect Finance. By virtue of these relationships, Mr. Taylor may be deemed to beneficially own the securities held of record by each of Prospect Capital and Prospect Finance. Mr. Taylor disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.

3. On March 17, 2026, following the certification of the results of the Issuer's special meeting of stockholders wherein the stockholders approved the issuance of Common Stock upon the exercise of the Pre-Funded Warrants, the Pre-Funded Warrants became exercisable and Prospect Capital and Prospect Finance each exercised all of their Pre-Funded Warrants pursuant to the "cashless" exercise provision thereof and received 36,544,028 and 14,876,330 shares of Common Stock, respectively. The Pre-Funded Warrants have no expiration date and are exercisable until exercised in full.

	/s/ Mark Taylor	03/30/2026
	Prospect Capital Securities Ltd, by /s/ Mark Taylor	03/30/2026
	Prospect Finance Ltd, by /s/ Mark Taylor, Director	03/30/2026
	** 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 did CDT (CDT) disclose about Prospect Finance Limited’s February 2026 transfer?

CDT disclosed that on February 19, 2026, Prospect Finance Limited transferred 46,902 CDT common shares and pre-funded warrants to purchase 9,968,931 common shares to a third party for no consideration, indicating a non-cash restructuring rather than a traditional market sale or purchase.

How many CDT common shares were received from exercising pre-funded warrants?

After stockholders approved share issuance, Prospect Capital Securities Limited received 36,544,028 CDT common shares and Prospect Finance Limited received 14,876,330 shares through cashless exercise of all their Pre-Funded Warrants, converting these derivative positions into direct common equity exposure in CDT Equity Inc.

What is Mark Taylor’s relationship to Prospect Capital and Prospect Finance in the CDT filing?

Mark Taylor is the sole director and sole shareholder of Prospect Capital Securities Limited and Prospect Finance Limited. Because of this control, he may be deemed to beneficially own securities held by these entities, but he disclaims beneficial ownership except for his actual pecuniary interest in the holdings.

How were CDT’s Pre-Funded Warrants exercised by the related entities?

The Pre-Funded Warrants became exercisable on March 17, 2026 after stockholders approved common share issuance. Prospect Capital and Prospect Finance then exercised all their Pre-Funded Warrants using a cashless exercise provision, receiving CDT common shares without paying additional cash exercise price.

Why did CDT’s pre-funded warrants become exercisable only after a stockholder vote?

The warrants became exercisable after certification of results from a special stockholder meeting where shareholders approved issuing common stock upon warrant exercise. This approval allowed Prospect Capital and Prospect Finance to exercise their Pre-Funded Warrants into CDT common shares under the instruments’ stated terms.

Do CDT’s Pre-Funded Warrants reported here have an expiration date?

The filing states the Pre-Funded Warrants have no expiration date and remain exercisable until used in full. In this case, Prospect Capital Securities Limited and Prospect Finance Limited exercised all of their Pre-Funded Warrants, leaving no remaining warrant position reported in this Form 4.