Form 4: BRYNELSEN CHARLES reports purchase transactions in COCH

Rhea-AI Filing Summary

BRYNELSEN CHARLES reported open-market purchase transactions in a Form 4 filing for COCH. The filing lists transactions totaling 2,600,000 shares at a weighted average price of $0.40 per share. Following the reported transactions, holdings were 600,000 shares.

Insights

Equity ownership and governance analyst

Director makes sizable open‑market share and warrant purchases in Envoy Medical.

Director Charles Brynelsen acquired 1,000,000 Envoy Medical Class A shares at $0.40 plus 1,600,000 warrants with a $0.40 exercise price on 02/12/2026. All are reported as directly owned, meaning they sit in his personal beneficial stake.

The warrants’ exercisability depends on shareholder approval of the underlying shares and include expiration triggers tied to FDA milestones for the Acclaim CI Device. This links part of his upside to both corporate governance actions and regulatory progress. Actual impact on ownership and dilution will depend on future shareholder approvals and warrant exercises.

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

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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^*

BRYNELSEN CHARLES

(Last) (First) (Middle)

C/O 4875 WHITE BEAR PARKWAY

(Street)

WHITE BEAR LAKE MN 55110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Envoy Medical, Inc. [ COCH ]

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)
02/12/2026

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
Class A Common Stock	02/12/2026		P		1,000,000	A	$0.4	1,050,000	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
Stock Option (right to buy)	$2.4							(1)	10/15/2033	Class A Common Stock	62,500		62,500	D
Stock Option (right to buy)	$0.813							05/01/2026	12/03/2035	Class A Common Stock	62,500		62,500	D
Warrant (right to buy)	$0.4	02/12/2026		P		600,000		(2)	(3)	Class A Common Stock	600,000	$0	600,000	D
Warrant (right to buy)	$0.4	02/12/2026		P		1,000,000		(2)	(4)	Class A Common Stock	1,000,000	$0	1,000,000	D

Explanation of Responses:

1. Options to purchase 46,875 shares vest on 10/15/2023, and the remaining 15,625 shares vest pro rata on the 15th of each month thereafter for 36 consecutive months.

2. Exercisable upon shareholder approval of the issuance of shares of Class A Common Stock underlying the warrants.

3. The Series A-1 Warrants expire on the earlier of (i) two years from the initial exercise date and (ii) 30 days after the date on which the Company announces that it has submitted a Premarket Approval Application to the Food and Drug Administration (FDA) for its Acclaim CI Device.

4. The Series A-2 Warrants expire on the earlier of (i) five years from the initial exercise date and (ii) 30 days after the date on which the Company announces that it has received FDA approval for its Acclaim CI Device.

	/s/ Andrew Nick as Attorney-in-Fact for Charles Brynelsen pursuant to Power of Attorney previously filed.	02/16/2026
	** 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).
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FAQ

What did Envoy Medical (COCH) director Charles Brynelsen buy on February 12, 2026?

Envoy Medical director Charles Brynelsen bought 1,000,000 Class A Common shares at $0.40 per share on February 12, 2026. This increased his directly held common stock to 1,050,000 shares, according to the reported Form 4 insider transaction details.

How many Envoy Medical (COCH) warrants did the director acquire in this Form 4?

Brynelsen acquired warrants over a total of 1,600,000 Envoy Medical Class A shares. This includes 600,000 warrants and 1,000,000 additional warrants, each series having a $0.40 exercise price and being reported as directly owned by the director.

At what prices were the Envoy Medical (COCH) securities purchased in the Form 4 filing?

The Class A Common Stock was purchased at $0.40 per share. The reported warrants each have a $0.40 exercise price, with a recorded derivative purchase price of $0.00 per warrant unit in the Form 4 transaction tables.

What are the conditions for exercising the Envoy Medical (COCH) warrants reported by the director?

The warrants become exercisable upon shareholder approval of issuing the underlying Class A shares. Additionally, Series A‑1 and Series A‑2 Warrants have expiration triggers based on submitting a Premarket Approval Application and receiving FDA approval for the Acclaim CI Device, respectively.

How many Envoy Medical (COCH) common shares does the director own after the reported transaction?

After the reported transaction, Brynelsen beneficially owns 1,050,000 shares of Envoy Medical Class A Common Stock directly. This figure is disclosed in the Form 4 as the amount held following the 1,000,000‑share purchase on February 12, 2026.

What stock options does the Envoy Medical (COCH) director hold alongside the new purchases?

Brynelsen holds two stock option grants, each covering 62,500 Envoy Medical Class A shares. One grant vests on a schedule beginning October 15, 2023, with remaining shares vesting monthly over 36 months, as described in the Form 4 footnotes.