STOCK TITAN

DynaResource 10% holder buys 2M stock-warrant units

A 10% owner of DYNR bought 2 million Units, adding common shares and a conditioned warrant tied to future authorized-share corporate actions.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

DYNARESOURCE, INC. (DYNR) major shareholder Gareth Nichol reported purchasing 2,000,000 Units on September 1, 2026, each Unit consisting of one share of Common Stock and one warrant to purchase one share of Common Stock. This added 2,000,000 shares of Common Stock and a warrant for 2,000,000 shares at an exercise price of $0.51 per share. After the stock purchase, he directly held 7,425,768 shares of Common Stock. The warrant becomes exercisable only after DYNR satisfies an “Authorized Shares Condition” through stockholder approval and an amendment to its charter to increase authorized shares or effect a reverse stock split.

Positive

  • None.

Negative

  • None.
Insider NICHOL GARETH
Role 10% Owner
Bought 4,000,000 shs
Type Security Shares Price Value
Purchase Warrant (right to buy) F1, F2 2,000,000 -- --
Purchase Common Stock F1 2,000,000 -- --
Holdings After Transaction: Warrant (right to buy) — 2,000,000 contracts (Direct); Common Stock — 7,425,768 shares (Direct)
Footnotes (2)
  1. F1. On September 1, 2026, the Reporting Person purchased 2,000,000 units of securities of the Issuer (each, a "Unit" and collectively, the "Units") at a purchase price of $0.45 per Unit. The Units are comprised of 2,000,000 shares of Common Stock and a warrant to purchase 2,000,000 shares of Common Stock at an exercise price of $0.51 per share.
  2. F2. The exercise of the Warrant is conditioned upon the Issuer obtaining stockholder approval and filing with the Delaware Secretary of State of an amendment to its Amended and Restated Certificate of Incorporation to either (i) increase the Issuer's authorized shares of Common Stock or (ii) effect a reverse stock split of the Common Stock such that the Issuer has sufficient authorized shares of Common Stock to accommodate the exercise of the Warrant and satisfy its existing share reserve requirements under the Issuer's outstanding derivative securities, equity awards, and equity incentive plans (the "Authorized Shares Condition"). Consistent with the foregoing, the Warrant is exercisable commencing on the date of satisfaction of the Authorized Shares Condition and continuing until the later of 180 days from the issuance date and 30 days after the date the Authorized Shares Condition is satisfied.
Units purchased 2,000,000 Units Purchased by the reporting person on September 1, 2026
Unit purchase price $0.45 per Unit Price paid for each Unit acquired on September 1, 2026
Common Stock acquired 2,000,000 shares Common shares embedded in the 2,000,000 Units purchased
Warrant shares underlying 2,000,000 shares Shares of Common Stock underlying the purchased warrant
Warrant exercise price $0.51 per share Exercise price for the warrant underlying the Units
Post-transaction Common Stock holdings 7,425,768 shares Direct Common Stock holdings after the September 1, 2026 purchase
Unit financial
"purchased 2,000,000 units of securities of the Issuer (each, a "Unit""
A unit is a single, indivisible investment instrument sold and traded as one package, often made up of two or more pieces such as a share combined with a warrant or a debt piece. Thinking of it like a combo meal at a restaurant helps: you buy one item that includes separate parts, and each part affects what you own, how you can sell it, and the potential future value or dilution for investors.
Authorized Shares Condition regulatory
"effect a reverse stock split ... to accommodate the exercise of the Warrant"
reverse stock split financial
"either (i) increase the Issuer's authorized shares ... or (ii) effect a reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
equity incentive plans financial
"satisfy its existing share reserve requirements under the Issuer's outstanding derivative securities, equity awards, and equity incentive plans"
Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

FAQ

What insider transaction did DYNR report for Gareth Nichol?

DYNR reported that 10% owner Gareth Nichol purchased 2,000,000 Units on September 1, 2026, each Unit comprising one share of Common Stock and one warrant to purchase one share of Common Stock.

How many DYNR common shares did the insider hold after this transaction?

After purchasing 2,000,000 shares of DYNR Common Stock as part of the Units, the reporting person directly held 7,425,768 shares of Common Stock.

What are the key terms of the DYNR warrant bought in this Form 4 filing?

The warrant covers 2,000,000 shares of DYNR Common Stock at an exercise price of $0.51 per share. It is exercisable only once the “Authorized Shares Condition” is satisfied and remains exercisable for a limited period thereafter.

What is the purchase price of the DYNR Units acquired by the insider?

The reporting person purchased 2,000,000 Units at a purchase price of $0.45 per Unit. Each Unit consists of one share of Common Stock and a warrant to purchase one share of Common Stock.

What is the Authorized Shares Condition mentioned in the DYNR Form 4 footnote?

The Authorized Shares Condition requires DYNR to obtain stockholder approval and file a charter amendment to either increase authorized Common Stock or effect a reverse stock split so there are sufficient authorized shares to permit warrant exercise and meet existing share reserve requirements.

Were the DYNR insider purchases made under a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not affirmed, so these September 1, 2026 purchases are not reported as being made under a Rule 10b5-1 trading plan.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
NICHOL GARETH

(Last)(First)(Middle)
5 GREENRIDGE ROAD

(Street)
GREENWOOD VILLAGE COLORADO 80111

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
DYNARESOURCE, INC. [ DYNR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock09/01/2026P2,000,000A(1)7,425,768D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrant (right to buy)$0.5109/01/2026P2,000,000 (2) (2)Common Stock2,000,000(1)2,000,000D
Explanation of Responses:
1. On September 1, 2026, the Reporting Person purchased 2,000,000 units of securities of the Issuer (each, a "Unit" and collectively, the "Units") at a purchase price of $0.45 per Unit. The Units are comprised of 2,000,000 shares of Common Stock and a warrant to purchase 2,000,000 shares of Common Stock at an exercise price of $0.51 per share.
2. The exercise of the Warrant is conditioned upon the Issuer obtaining stockholder approval and filing with the Delaware Secretary of State of an amendment to its Amended and Restated Certificate of Incorporation to either (i) increase the Issuer's authorized shares of Common Stock or (ii) effect a reverse stock split of the Common Stock such that the Issuer has sufficient authorized shares of Common Stock to accommodate the exercise of the Warrant and satisfy its existing share reserve requirements under the Issuer's outstanding derivative securities, equity awards, and equity incentive plans (the "Authorized Shares Condition"). Consistent with the foregoing, the Warrant is exercisable commencing on the date of satisfaction of the Authorized Shares Condition and continuing until the later of 180 days from the issuance date and 30 days after the date the Authorized Shares Condition is satisfied.
/s/ Gareth Nichol09/02/2026
** Signature of Reporting PersonDate
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)