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Emalfarb holds 17.5% of Dyadic (NASDAQ: DYAI) via shares, options, note

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Dyadic International Inc. filed an amended Schedule 13G showing that Mark A. Emalfarb beneficially owns 6,675,439 shares of Dyadic common stock, representing 17.5% of the class based on 36,187,798 shares outstanding as of December 31, 2025.

The position includes 993,000 shares underlying presently exercisable options, 4,730,058 shares held through the MAE Trust, and 952,381 shares underlying an 8.0% Senior Secured Convertible Promissory Note due December 31, 2027, convertible at $1.05 per share. Emalfarb has sole voting and dispositive power over all reported shares through his role as sole trustee and beneficiary of the MAE Trust.

Positive

  • None.

Negative

  • None.





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person: Includes (i) 993,000 shares of common stock underlying options present exercisable, (ii) 4,730,058 shares held through the MAE Trust U/A/D October 1, 1987 (the "MAE Trust"), and (iii) 952,381 shares underlying an 8.0% Senior Secured Convertible Promissory Note due December 31, 2027, convertible at any time at the holder's option (the "Convertible Note"), held through the MAE Trust. Mr. Emalfarb is the sole beneficiary and sole trustee of, and has sole voting and dispositive power over all shares held or otherwise owned through, the MAE Trust. The Convertible Notes are senior, secured obligations of the Issuer and its affiliates, and interest is payable quarterly in cash on the principal amount equal to 8% per annum. The Convertible Notes (following an amendment made on December 23, 2025) will mature on December 31, 2027, unless earlier converted, repurchased, or redeemed in accordance with their terms, and have a conversion price of $1.05 per share of common stock. The ownership percentage is based on 36,187,798 shares of common stock of the Issuer outstanding as of December 31, 2025, as reported by the Issuer to Mr. Emalfarb.


SCHEDULE 13G



Mark A. Emalfarb
Signature:/s/ Mark Emalfarb
Name/Title:Self
Date:02/17/2026

FAQ

What ownership stake in DYAI does Mark A. Emalfarb report in this Schedule 13G/A?

Mark A. Emalfarb reports beneficial ownership of 6,675,439 Dyadic common shares, representing 17.5% of the class. This percentage is based on 36,187,798 shares outstanding as of December 31, 2025, as reported to him by the company.

How is Mark A. Emalfarb’s DYAI ownership structured, including the MAE Trust and options?

His 6,675,439-share beneficial stake includes 993,000 shares underlying presently exercisable options and 4,730,058 shares held through the MAE Trust. It also includes 952,381 shares underlying a convertible note held via the MAE Trust, all under his sole voting and dispositive power.

What are the key terms of the Dyadic 8.0% Senior Secured Convertible Promissory Note?

The filing describes an 8.0% Senior Secured Convertible Promissory Note maturing on December 31, 2027. Interest is payable quarterly in cash at 8% per year, and the note is convertible into Dyadic common stock at a price of $1.05 per share.

What role does the MAE Trust play in Mark A. Emalfarb’s DYAI share ownership?

The MAE Trust holds 4,730,058 Dyadic shares and the convertible note for 952,381 underlying shares. Emalfarb is the sole beneficiary and sole trustee, giving him sole voting and dispositive power over all Dyadic securities owned through the MAE Trust.

Does Mark A. Emalfarb have sole or shared voting power over his DYAI shares?

He reports sole voting power and sole dispositive power over all 6,675,439 beneficially owned shares. The Schedule 13G/A shows zero shared voting or shared dispositive power, reflecting his control, including over securities held through the MAE Trust.
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