853,712 Cricut (CRCT) Class B shares convert to Class A in insider move
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cricut, Inc. insider entities reported an internal share distribution and related share class conversion. On February 13, 2026, Petrus Employee Profit Share, L.P. distributed, without consideration and under its partnership agreement, 2,082,203 shares of Cricut Class B Common Stock to its employee limited partners. Under Cricut’s amended and restated certificate of incorporation, 853,712 of those Class B shares automatically converted into 853,712 Class A Common shares, while 1,228,491 shares remained Class B.
The shares are held through Petrus Employee Profit Share, L.P., its general partner PAM Partners GP, LLC, and Petrus Trust Company, LTA. The reporting persons may be deemed to beneficially own securities held by these entities but expressly disclaim beneficial ownership except to the extent of their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
853,712 shares exercised/converted
Mixed
4 txns
Insider
Petrus Trust Company, LTA, Petrus Employee Profit Share, L.P., PAM Partners GP, LLC
Role
10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 853,712 | $0.00 | -- |
| Other | Class B Common Stock | 1,228,491 | $0.00 | -- |
| Conversion | Class A Common Stock | 853,712 | $0.00 | -- |
| Other | Class A Common Stock | 853,712 | $0.00 | -- |
Holdings After Transaction:
Class B Common Stock — 1,228,491 shares (Indirect, See footnotes);
Class A Common Stock — 853,712 shares (Indirect, See footnotes)
Footnotes (1)
- On February 13, 2026, Petrus Employee Profit Share, L.P. (PAM2) distributed, without consideration and in accordance with its partnership agreement, 2,082,203 shares of Class B Common Stock to its limited partners. The limited partners of PAM2 are employees of the Petrus Asset Management Company division of the Petrus Trust Company, LTA (PTC), and PAM2's shares are being distributed to the employee limited partners in five annual distributions starting in 2022. The distribution is exempt under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the Act). As a result of the distribution and pursuant to the Issuer's amended and restated certificate of incorporation, 853,712 shares of the Issuer's Class B Common Stock automatically converted into 853,712 shares of the Issuer's Class A Common Stock; the remaining 1,228,491 shares remained shares of the Issuer's Class B Common Stock pursuant to the Issuer's amended and restated certificate of incorporation. The shares are directly held by PAM2. PAM Partners GP, LLC (PAM Partners GP) serves as the general partner of, and may be deemed to beneficially own securities owned by, PAM2. PTC serves (a) as an investment advisor to, and may be deemed to beneficially own securities owned by, PAM2, and (b) as trustee of, and may be deemed to indirectly beneficially own securities beneficially owned by, the sole member of PAM Partners GP. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
FAQ
What insider transaction did Cricut (CRCT) report in this Form 4?
Cricut reported an internal distribution and share class conversion involving entities linked to Petrus Trust Company. Petrus Employee Profit Share, L.P. distributed 2,082,203 Class B shares to employee limited partners, triggering an automatic conversion of 853,712 Class B shares into 853,712 Class A shares under Cricut’s charter.
Who are the reporting persons in the Cricut (CRCT) Form 4 filing?
The reporting persons are Petrus Trust Company, LTA, Petrus Employee Profit Share, L.P., and PAM Partners GP, LLC. They are treated as 10% owners and may be deemed to beneficially own the reported securities, while disclaiming beneficial ownership beyond their pecuniary interest.
Was the Cricut (CRCT) insider distribution a sale for cash consideration?
No, the distribution was made without consideration according to the filing. Petrus Employee Profit Share, L.P. distributed 2,082,203 Class B shares to its employee limited partners under its partnership agreement, and the transaction was described as exempt under specified Exchange Act rules.
Why is the Cricut (CRCT) insider transaction described as exempt?
The transaction is described as exempt under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act. The Form 4 notes the distribution of Class B shares to employee limited partners occurred without consideration and references these rules as the basis for the exemption.