Churchill Capital Corp XII (CXIIU) sponsor acquires 350,000 Class A shares

Rhea-AI Filing Summary

Churchill Capital Corp XII reported an insider open-market purchase linked to its sponsor entity. On April 29, 2026, Churchill Sponsor XII LLC acquired 350,000 Class A ordinary shares at $10.00 per share, held indirectly through private placement units. M. Klein Associates, Inc. manages the sponsor, and Michael Stuart Klein may be deemed a beneficial owner but disclaims ownership beyond any pecuniary interest.

Insider Trade Summary

Net Buyer: 350,000 shares ($3,500,000)

Net Buy 1 txn

Insider Klein Michael Stuart, M. Klein Associates, Inc., CHURCHILL SPONSOR XII LLC

Role See Remarks | See Remarks | null

Bought 350,000 shs ($3.50M)

Type	Security	Shares	Price	Value
Purchase	Class A Ordinary Shares	350,000	$10.00	$3.50M

Holdings After Transaction: Class A Ordinary Shares — 350,000 shares (Indirect, See footnote)

Footnotes (1)

1. Represents shares underlying the private placement units (each unit consisting of one Class A ordinary share and one-tenth of one warrant, each whole warrant exercisable to purchase one Class A ordinary share) directly held by Churchill Sponsor XII LLC (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and Churchill Capital Corp XII. Michael Stuart Klein, the Chief Executive Officer, President and a director of the Issuer, is the controlling shareholder of M. Klein Associates, Inc., which is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Klein may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Klein disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Key Figures

Shares purchased: 350,000 shares Purchase price: $10.00 per share Post-transaction holdings: 350,000 shares +1 more

4 metrics

Shares purchased 350,000 shares Class A Ordinary Shares bought on April 29, 2026

Purchase price $10.00 per share Open-market purchase by sponsor entity

Post-transaction holdings 350,000 shares Indirect holdings reported following the transaction

Net buy shares 350,000 shares Net-buy direction for this Form 4 transaction

Key Terms

open-market purchase, private placement units, beneficial ownership, pecuniary interest

4 terms

open-market purchase financial

"transaction_action is described as an open-market purchase of Class A ordinary shares"

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

private placement units financial

"Represents shares underlying the private placement units directly held by Churchill Sponsor XII LLC"

beneficial ownership financial

"Mr. Klein may be deemed to possess beneficial ownership of the securities held directly by the Sponsor"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"Mr. Klein disclaims any beneficial ownership other than to the extent of any pecuniary interest"

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^*

Klein Michael Stuart

(Last) (First) (Middle)

640 FIFTH AVENUE, 14TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Churchill Capital Corp XII [ CXIIU ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

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
Class A Ordinary Shares	04/29/2026	04/29/2026	P		350,000(1)	A	$10	350,000(1)	I	See footnote(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

1. Name and Address of Reporting Person^*

Klein Michael Stuart

(Last) (First) (Middle)

640 FIFTH AVENUE, 14TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

M. Klein Associates, Inc.

(Last) (First) (Middle)

640 FIFTH AVENUE, 14TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CHURCHILL SPONSOR XII LLC

(Last) (First) (Middle)

640 FIFTH AVENUE, 14TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents shares underlying the private placement units (each unit consisting of one Class A ordinary share and one-tenth of one warrant, each whole warrant exercisable to purchase one Class A ordinary share) directly held by Churchill Sponsor XII LLC (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and Churchill Capital Corp XII.

2. Michael Stuart Klein, the Chief Executive Officer, President and a director of the Issuer, is the controlling shareholder of M. Klein Associates, Inc., which is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Klein may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Klein disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

Chief Executive Officer, President and Chairman of the Board of Directors

	/s/ Michael Stuart Klein	04/29/2026
	M. Klein Associates, Inc., By: /s/ Lee Jay Taragin, Name: Lee Jay Taragin, Title: Authorized Person	04/29/2026
	Churchill Sponsor XII LLC, By: M. Klein Associates, Inc., its manager, By: /s/ Lee Jay Taragin, Name: Lee Jay Taragin, Title: Authorized Person:	04/29/2026
	** 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 insider transaction did Churchill Capital Corp XII (CXIIU) report?

Churchill Capital Corp XII reported an insider open-market purchase linked to its sponsor. Churchill Sponsor XII LLC acquired 350,000 Class A ordinary shares at $10.00 per share, held through private placement units associated with the SPAC’s sponsor structure.

Who is the entity that bought Churchill Capital Corp XII (CXIIU) shares?

The buying entity is Churchill Sponsor XII LLC, the sponsor of Churchill Capital Corp XII. The sponsor directly holds the private placement units that underlie the 350,000 Class A ordinary shares reported in this Form 4 insider transaction.

What role does Michael Stuart Klein have in the Churchill Capital Corp XII (CXIIU) transaction?

Michael Stuart Klein is Chief Executive Officer, President and a director of Churchill Capital Corp XII. He controls M. Klein Associates, Inc., managing member of the sponsor, and may be deemed a beneficial owner but disclaims ownership beyond any pecuniary interest.

How many Churchill Capital Corp XII (CXIIU) shares were bought and at what price?

The filing shows a purchase of 350,000 Class A ordinary shares of Churchill Capital Corp XII at $10.00 per share. These shares are underlying private placement units held by the sponsor and are treated as an indirect ownership position.

Are the Churchill Capital Corp XII (CXIIU) shares held directly by Michael Stuart Klein?

No, the shares are held directly by Churchill Sponsor XII LLC. Michael Stuart Klein may be deemed to have beneficial ownership through control of M. Klein Associates, Inc., but he expressly disclaims beneficial ownership beyond any pecuniary interest he may have.