CDT Equity (NASDAQ: CDT) director gets stock, 1.94M-share pre-funded warrants

Rhea-AI Filing Summary

CDT Equity Inc. director Farley Chele Chiavacci reported acquiring new equity-linked interests in connection with a share purchase deal. On February 19, 2026, the director agreed to transfer 18 shares of Sarborg Limited, valued at about $2,029,411, to CDT Equity.

As consideration, the director received 10,553 shares of CDT common stock and pre-funded warrants to purchase up to 1,940,804 CDT common shares at $1.04 per share. These pre-funded warrants cannot be exercised until CDT obtains requisite stockholder approval under Nasdaq Listing Rule 5635 and will remain exercisable until they are fully exercised.

Insights

Equity capital structure analyst

Director receives stock and large pre-funded warrant grant as M&A consideration.

The transaction shows CDT Equity Inc. using stock and pre-funded warrants to acquire 18 shares of Sarborg Limited, valued at about $2,029,411. Instead of cash, CDT issues 10,553 common shares plus warrants for up to 1,940,804 additional shares at $1.04 per share.

The pre-funded warrants add a sizable potential share overhang but are constrained. They cannot be exercised until requisite stockholder approval is obtained under Nasdaq Listing Rule 5635, and they remain exercisable until fully used. Actual dilution will depend on whether stockholders approve and if the director ultimately exercises the warrants.

This is a non-cash acquisition consideration structure that may conserve cash while expanding CDT’s interest in Sarborg Limited. Future company filings describing stockholder approval outcomes and warrant exercises will clarify any resulting impact on CDT’s share count and ownership mix.

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^*

Farley Chele Chiavacci

(Last) (First) (Middle)

4581 TAMIAMI TRAIL NORTH,

SUITE 200

(Street)

NAPLES FL 34103

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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		A		10,553(1)	A	$1.04	17,157	D

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	$0.0001	02/19/2026		A		1,940,804		(2)	(3)	Common Stock	1,940,804	$1.04(1)	1,940,804	D

Explanation of Responses:

1. On February 19, 2026, CDT Equity Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with the reporting person and other stockholders (the "Investors") of Sarborg Limited, a Cayman Islands Company ("Sarborg"), pursuant to which the reporting person agreed to sell to the Company, and the Company agreed to acquire from the reporting person, 18 shares of Sarborg having an aggregate value of approximately $2,029,411 in exchange for (i) 10,553 shares of the Company's Common Stock, and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 1,940,804 shares of the Company's Common Stock, reflecting a purchase price of $1.04 per share.

2. The Pre-Funded Warrants may not be exercised until the Company obtains requisite stockholder approval in accordance with Nasdaq Listing Rule 5635.

3. The Pre-Funded Warrants will remain exercisable until all Pre-Funded Warrants are exercised in full.

	/s/ Chele Chiavacci Farley	02/23/2026
	** 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.

FAQ

What did CDT (CDT) director Farley Chele Chiavacci report on this Form 4?

The director reported acquiring CDT equity in connection with a share purchase. In exchange for 18 Sarborg Limited shares, he received 10,553 CDT common shares and pre-funded warrants to purchase up to 1,940,804 CDT common shares at $1.04 per share.

How many CDT shares and warrants did the director receive in the Sarborg transaction?

The director received 10,553 CDT common shares and pre-funded warrants to purchase up to 1,940,804 CDT common shares. The total consideration reflects a purchase price of $1.04 per share for CDT equity issued in exchange for Sarborg Limited shares.

What was the value of the Sarborg Limited shares exchanged with CDT Equity Inc. (CDT)?

The reporting person transferred 18 shares of Sarborg Limited with an aggregate value of approximately $2,029,411. In return, CDT Equity Inc. issued 10,553 common shares and pre-funded warrants for up to 1,940,804 common shares at $1.04 per share as consideration.

When can the pre-funded warrants reported by CDT (CDT) be exercised?

The pre-funded warrants cannot be exercised until CDT obtains requisite stockholder approval under Nasdaq Listing Rule 5635. Once exercisable, they will remain exercisable until all the pre-funded warrants are exercised in full, with no earlier expiration described here.

What is the exercise price and duration of the CDT (CDT) pre-funded warrants?

The pre-funded warrants carry an exercise price of $1.04 per CDT common share. According to the disclosure, they will remain exercisable until all pre-funded warrants are exercised in full, providing open-ended duration rather than a fixed calendar expiration date.