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Enhanced Group (ENHA) CEO’s 1.3M-share buy carries $20 trigger

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Enhanced Group Inc. (ENHA) reported that Chief Executive Officer and director Martin Maximilian acquired 1,285,347 shares of Class A common stock and warrants for 1,285,347 shares in a private placement at a combined purchase price of $3.89 per share and accompanying warrant.

The warrants are currently exercisable at $3.89 per share, have a five-year term, and may be accelerated if the Class A common stock trades at or above $20 for at least twenty consecutive days. Following the acquisition, Maximilian directly holds 11,437,290 Class A shares and 1,285,347 warrants.

Positive

  • None.

Negative

  • None.
Insider Martin Maximilian
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Warrants F1, F2 1,285,347 -- --
Grant/Award Class A common stock F1 1,285,347 -- --
Holdings After Transaction: Warrants — 1,285,347 shares (Direct); Class A common stock — 11,437,290 shares (Direct)
Footnotes (2)
  1. F1. ) Represents securities received pursuant to a securities purchase agreement between the Issuer and the Reporting Person, pursuant to which the Issuer agreed to issue and sell to the Reporting Person in a private placement (the "Private Placement") (A) 1,285,347 shares of Class A Common Stock and (B) warrants to purchase 1,285,347 shares of Class A Common Stock (the "Warrants"). The Class A Common Stock and the Warrants were issued separately. The combined purchase price per share of Class A Common Stock and accompanying Warrant is $3.89. The Private Placement closed on August 14, 2026.
  2. F2. ) The Warrants are currently exercisable and have a five-year term, which may be accelerated if the Class A Common Stock trades at or above $20 for at least twenty consecutive days.
Common shares acquired 1,285,347 shares Class A common stock acquired by CEO in private placement on August 14, 2026
Warrants acquired 1,285,347 warrants Warrants to purchase Class A common stock acquired on August 14, 2026
Combined purchase price $3.89 Combined price per share of Class A common stock and accompanying warrant in the private placement
Warrant exercise price $3.89 Exercise price per share under the warrants received by the CEO
Shares held after transaction 11,437,290 shares Total Class A common stock directly owned by Martin Maximilian following the acquisition
Acceleration trigger price $20 Stock price level that can accelerate the five-year warrant term if maintained for twenty consecutive days
Warrant term five-year term Stated duration of the warrants, subject to possible acceleration on trading condition
securities purchase agreement financial
"securities received pursuant to a securities purchase agreement between the Issuer"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Private Placement financial
"issue and sell to the Reporting Person in a private placement (the "Private Placement")"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
Warrants financial
"warrants to purchase 1,285,347 shares of Class A Common Stock (the "Warrants")"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
exercise price financial
"The Warrants are currently exercisable and have a five-year term"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
five-year term financial
"The Warrants are currently exercisable and have a five-year term"

FAQ

What did ENHA CEO Martin Maximilian acquire in the latest Form 4 filing?

Martin Maximilian acquired 1,285,347 shares of Enhanced Group Inc. Class A common stock and warrants for 1,285,347 shares in a private placement. These securities were purchased together at a combined price of $3.89 per share and accompanying warrant.

What are the key terms of the ENHA warrants reported for Martin Maximilian?

The reported ENHA warrants are exercisable for 1,285,347 shares of Class A common stock at an exercise price of $3.89 per share. They have a five-year term and may be accelerated if the stock trades at or above $20 for twenty consecutive days.

How many ENHA shares does Martin Maximilian own after this transaction?

After the reported private placement, Martin Maximilian directly holds 11,437,290 shares of Enhanced Group Inc. Class A common stock. He also holds 1,285,347 warrants, each exercisable into one additional share, providing potential additional equity exposure.

Was the ENHA CEO’s August 14, 2026 transaction part of a Rule 10b5-1 plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not affirmed, meaning the August 14, 2026 private placement purchase was not reported as executed under a Rule 10b5-1 trading plan, but instead as a negotiated private placement transaction.

What is the combined purchase price paid by the ENHA CEO in this private placement?

The combined purchase price was $3.89 for each unit of one share of Class A common stock plus an accompanying warrant. This pricing applied to all 1,285,347 shares and related warrants acquired in the private placement that closed on August 14, 2026.

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

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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*
Martin Maximilian

(Last)(First)(Middle)
C/O ENHANCED GROUP INC.
169 MADISON AVENUE, SUITE 15101

(Street)
NEW YORK NEW YORK 10016

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Enhanced Group Inc. [ ENHA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026
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
Class A common stock08/14/2026A1,285,347A(1)11,437,290D
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
Warrants$3.8908/14/2026A1,285,347 (2) (2)Class A common stock1,285,347(1)1,285,347D
Explanation of Responses:
1. ) Represents securities received pursuant to a securities purchase agreement between the Issuer and the Reporting Person, pursuant to which the Issuer agreed to issue and sell to the Reporting Person in a private placement (the "Private Placement") (A) 1,285,347 shares of Class A Common Stock and (B) warrants to purchase 1,285,347 shares of Class A Common Stock (the "Warrants"). The Class A Common Stock and the Warrants were issued separately. The combined purchase price per share of Class A Common Stock and accompanying Warrant is $3.89. The Private Placement closed on August 14, 2026.
2. ) The Warrants are currently exercisable and have a five-year term, which may be accelerated if the Class A Common Stock trades at or above $20 for at least twenty consecutive days.
Remarks:
/s/ Emily Tabak, attorney-in-fact for Mr. Martin08/18/2026
** 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)