Francisco Trust discloses 4.36M-share stake in Dyadic (NASDAQ: DYAI), note amended

Rhea-AI Filing Summary

Dyadic International Inc. reports beneficial ownership by Francisco Trust via Thomas Emalfarb, Trustee. The filing states Francisco Trust beneficially owns 4,363,045 shares (11.97%) of common stock. The trust also holds 952,381 shares issuable upon conversion of a Convertible Note amended to a $1.05 conversion price on 12/23/2025, with maturity extended to 12/31/2027. Shares outstanding were 36,438,703 as of 03/24/2026.

Insights

Corporate Governance Analyst

Trust discloses a meaningful passive stake and a renegotiated convertible position.

Francisco Trust reports 4,363,045 shares beneficially owned and sole voting power over 3,410,664 shares. The filing clarifies voting and dispositive powers, which matter for shareholder votes.

The Convertible Note amendment reduced the conversion price to $1.05 and extended maturity to 12/31/2027; this changes potential dilution timing and conversion economics. Subsequent filings will show whether conversion is exercised.

Capital Markets Analyst

Amendment adjusts convertible economics and reports position relative to outstanding shares.

The filing lists 952,381 shares underlying the Convertible Note and an aggregate share base of 36,438,703 as of 03/24/2026. The conversion price change to $1.05 from $1.40 increases the note-holder's per-share exposure if converted.

Cash‑flow treatment and any planned conversions are not disclosed in this excerpt; future filings may state transactions if they occur.

Key Figures

Beneficial ownership: 4,363,045 shares Percent of class: 11.97% Shares outstanding: 36,438,703 shares +4 more

7 metrics

Beneficial ownership 4,363,045 shares reported in Schedule 13G/A

Percent of class 11.97% based on 36,438,703 shares outstanding as of 03/24/2026

Shares outstanding 36,438,703 shares as of 03/24/2026

Underlying convertible shares 952,381 shares issuable upon conversion of the Convertible Note

New conversion price $1.05 conversion price amended on 12/23/2025

Prior conversion price $1.40 conversion price before amendment

Note maturity Dec 31, 2027 maturity date after amendment

Key Terms

Convertible Note, beneficially owned, sole voting power, Schedule 13G/A

4 terms

Convertible Note financial

"The Convertible Note was amended on December 23, 2025"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

beneficially owned regulatory

"Amount beneficially owned: 4,363,045"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power governance

"The Reporting Person has sole voting power over 3,410,664 shares"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Schedule 13G/A regulatory

"Item 1. Name of issuer: DYADIC INTERNATIONAL INC"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

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

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Accepted by SEC EDGAR 05/11/2026 - 04:42 PM Learn about SEC filing dates

FAQ

What stake does Francisco Trust report in DYAI?

Francisco Trust reports beneficial ownership of 4,363,045 shares, representing 11.97% of common stock based on 36,438,703 shares outstanding as of 03/24/2026. The filing also shows sole voting power over 3,410,664 shares.

What change was made to the Convertible Note disclosed in the filing?

The Convertible Note was amended on 12/23/2025 to change the conversion price from $1.40 to $1.05, extend maturity to 12/31/2027, and remove the redemption right except upon default.

How many shares are issuable upon conversion of the note?

The filing states the Convertible Note underlies 952,381 shares convertible at the holder's option. This figure is reported alongside the trust's beneficial ownership total in the amendment filed by the trustee.

Does the filing state whether the company or trust will receive proceeds?

The amendment describes ownership and the Convertible Note terms but does not state any cash proceeds or sales. It documents conversion price and maturity changes without indicating cash-flow treatment or planned conversions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

DYADIC INTERNATIONAL INC

(Name of Issuer)

Common Stock

(Title of Class of Securities)

26745T101

(CUSIP Number)

12/23/2025

(Date of Event Which Requires Filing of this Statement)

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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 26745T101

1

Names of Reporting Persons

Francisco Trust under agreement dated February 28, 1996

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ILLINOIS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,410,664.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,363,045.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,363,045.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.97 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: All percentages calculated in this Schedule 13G/A are based upon an aggregate of 36,438,703 shares outstanding of the Issuer's Common Stock on March 24, 2026, as disclosed in the Issuer's Annual Report for the fiscal year ended December 31, 2025 filed on Form 10-K/A with the Securities and Exchange Commission on April 30, 2026.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: DYADIC INTERNATIONAL INC
(b)	Address of issuer's principal executive offices: 1044 North U.S. Highway One, Suite 201, Jupiter, Florida, 33477
Item 2.
(a)	Name of person filing: Thomas Emalfarb, Trustee
(b)	Address or principal business office or, if none, residence: 606 Dauphine Avenue, Northbrook, IL 60062
(c)	Citizenship: Florida
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 26745T101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 4,363,045
(b)	Percent of class: 11.97 % The Reporting Person has sole voting power over 3,410,664 shares of common stock. Francisco Trust also holds 952,381 shares underlying a Convertible Note convertible at the holder's option at any time. The Convertible Note was amended on December 23, 2025, for a third time, whereby the conversion price changed from $1.40 per share to $1.05 per share. Further to the above, the maturity date of the Convertible Note was extended through December 31, 2027 and, the redemption right of the holder was eliminated except for on default of the Convertible Note. All percentages calculated in this Schedule 13G/A are based upon an aggregate of 36,438,703 shares outstanding of the Issuer's Common Stock on March 24, 2026, as disclosed in the Issuer's Annual Report for the fiscal year ended December 31, 2025 filed on Form 10-K/A with the Securities and Exchange Commission on April 30, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 3,410,664
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 4,363,045
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Francisco Trust under agreement dated February 28, 1996

Signature:	/s/ Thomas Emalfarb
Name/Title:	Thomas Emalfarb, Trustee
Date:	05/11/2026