T3 Defense CEO exchanges notes for 4.17M shares

T3 Defense Inc. director and Chief Executive Officer Shalom Menachem restructured his holdings through a note-for-equity exchange and an option exercise.

Rhea-AI Filing Summary

T3 Defense Inc. director and Chief Executive Officer Shalom Menachem restructured his holdings through a note-for-equity exchange and an option exercise. On April 27, 2026, he entered a Note Exchange Agreement under which $2,138,962 in aggregate outstanding principal and accrued interest on promissory notes was cancelled in exchange for 4,174,399 shares of Common Stock at an exchange price of $0.5124 per share, equal to the last consolidated bid price on that date. The notes were originally acquired in connection with T3 Defense’s acquisition of Star 26 Capital, Inc. on January 12, 2026. Separately on April 27, 2026, Menachem acquired 67,009 shares of Common Stock and 2,357,303 stock purchase warrants upon exercising an option granted to him by Esousa Group Holdings LLC.

Insider Trade Summary

Other: 6,598,711 shares

Other 3 txns

Insider Shalom Menachem

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Stock Purchase Warrant	2,357,303	$0.00	$0.00
Other	Common Stock	4,174,399	$0.5124	$2.14M
Other	Common Stock	67,009	$0.00	$0.00

Holdings After Transaction: Stock Purchase Warrant — 7,175,662 contracts (Direct); Common Stock — 7,683,418 shares (Direct)

Footnotes (2)

1. F1. On April 27, 2026, the Reporting Person and the Issuer entered into a Note Exchange Agreement pursuant to which $2,138,962 in aggregate outstanding principal, which includes $42,962 in accrued and unpaid interest under promissory notes acquired by the Reporting Person in connection with the acquisition by the Issuer of Star 26 Capital, Inc. on January 12, 2026, were cancelled in exchange for 4,174,399 shares of Common Stock at an exchange price of $0.5124 per share, representing the last consolidated bid price as reported by The Nasdaq Stock Market LLC on April 27, 2026.
2. F2. On April 27, 2026, the Reporting Person acquired 67,009 shares of Common Stock and 2,357,303 warrants upon the exercise of the option granted to him from Esousa Group Holdings LLC.

Key Figures

Debt cancelled: $2,138,962 Shares from note exchange: 4,174,399 shares Exchange price: $0.5124 per share +4 more

7 metrics

Debt cancelled $2,138,962 Aggregate outstanding principal and accrued interest cancelled in note exchange

Shares from note exchange 4,174,399 shares Common Stock issued under Note Exchange Agreement

Exchange price $0.5124 per share Price equal to last consolidated bid on April 27, 2026

Additional shares via option 67,009 shares Common Stock acquired upon exercising option from Esousa Group Holdings LLC

Warrants acquired via option 2,357,303 warrants Stock purchase warrants received from Esousa option

Warrant exercise price $0.5124 per share Conversion or exercise price for stock purchase warrants into Common Stock

Restructuring-related securities 6,598,711 securities Total restructuringShares across transactions in transactionSummary

Key Terms

Note Exchange Agreement, aggregate outstanding principal, Stock Purchase Warrant, exchange price, +2 more

6 terms

Note Exchange Agreement financial

"entered into a Note Exchange Agreement pursuant to which $2,138,962 in aggregate"

aggregate outstanding principal financial

"pursuant to which $2,138,962 in aggregate outstanding principal, which includes $42,962"

Stock Purchase Warrant financial

"security_title": "Stock Purchase Warrant""

exchange price financial

"in exchange for 4,174,399 shares of Common Stock at an exchange price of $0.5124 per share"

accrued and unpaid interest financial

"which includes $42,962 in accrued and unpaid interest under promissory notes"

Accrued and unpaid interest is the interest that has built up on a loan or debt but hasn't been paid yet. It's like owing your friend money for a favor over time—you're expected to pay it later, even though you haven't paid it yet. This matters because it shows how much you owe beyond the original amount borrowed.

conversion or exercise price financial

""conversion_or_exercise_price": "0.5124""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did T3 Defense (DFNS) CEO Shalom Menachem report in this Form 4?

Shalom Menachem reported restructuring transactions involving debt-for-equity and an option exercise. He exchanged promissory note principal and interest for T3 Defense common shares and separately received additional shares and stock purchase warrants through an option from Esousa Group Holdings LLC.

How many T3 Defense (DFNS) shares were issued to Shalom Menachem in the note exchange?

The Note Exchange Agreement provided 4,174,399 shares of T3 Defense Common Stock to Shalom Menachem. These shares were issued in exchange for cancelling $2,138,962 of aggregate outstanding principal and accrued interest on promissory notes tied to the Star 26 Capital, Inc. acquisition.

What exchange price per share was used in the T3 Defense (DFNS) note-for-equity transaction?

The note-for-equity exchange used an exchange price of $0.5124 per T3 Defense Common share. This price represented the last consolidated bid price reported by The Nasdaq Stock Market LLC on April 27, 2026, and was applied to calculate the 4,174,399 shares issued.

What debt amount was cancelled in Shalom Menachem’s T3 Defense (DFNS) note exchange?

The transaction cancelled $2,138,962 in aggregate outstanding principal and accrued interest on promissory notes. These notes were acquired by Shalom Menachem in connection with T3 Defense’s acquisition of Star 26 Capital, Inc. completed on January 12, 2026.

What additional securities did Shalom Menachem obtain from Esousa in T3 Defense (DFNS)?

On April 27, 2026, Shalom Menachem acquired 67,009 shares of T3 Defense Common Stock and 2,357,303 stock purchase warrants. These securities were received upon exercising an option previously granted to him by Esousa Group Holdings LLC, as described in the Form 4 footnotes.

What are the key terms of the stock purchase warrants reported for T3 Defense (DFNS)?

The filing reports 2,357,303 stock purchase warrants with a conversion or exercise price of $0.5124 per share. Each warrant is exercisable into one share of T3 Defense Common Stock, with an expiration date of January 12, 2031, according to the derivative transaction details.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/28/2026 - 08:30 AM Learn about SEC filing dates

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^*

Shalom Menachem

(Last) (First) (Middle)

C/O T3 DEFENSE INC.

575 FIFTH AVENUE, 14TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
T3 Defense Inc. [ DFNS ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026

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

X	Form filed by One Reporting Person
	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	04/27/2026	04/27/2026	J(1)		4,174,399	A	$0.5124	7,616,409	D
Common Stock	04/27/2026	04/27/2026	J(2)		67,009	A	(2)	7,683,418	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 Purchase Warrant	$0.5124	04/27/2026		J		2,357,303		01/12/2026	01/12/2031	Common Stock	2,357,303	(2)	7,175,662	D

Explanation of Responses:

1. On April 27, 2026, the Reporting Person and the Issuer entered into a Note Exchange Agreement pursuant to which $2,138,962 in aggregate outstanding principal, which includes $42,962 in accrued and unpaid interest under promissory notes acquired by the Reporting Person in connection with the acquisition by the Issuer of Star 26 Capital, Inc. on January 12, 2026, were cancelled in exchange for 4,174,399 shares of Common Stock at an exchange price of $0.5124 per share, representing the last consolidated bid price as reported by The Nasdaq Stock Market LLC on April 27, 2026.

2. On April 27, 2026, the Reporting Person acquired 67,009 shares of Common Stock and 2,357,303 warrants upon the exercise of the option granted to him from Esousa Group Holdings LLC.

	/s/ Menachem Shalom	04/28/2026
	** 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)