STOCK TITAN

AZIO AI Holdings (EVTV) CAO adds indirect stake through merger and share buys

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

AZIO AI HOLDINGS, INC. reports that Chief Administrative Officer Jenny Yang, through Aventric LLC, increased her indirect holdings. Aventric received common and Series A preferred shares in a July 2, 2026 merger and then bought 24,604 common shares and 9,734 Series A preferred shares on July 14, 2026 under stock purchase agreements. After these net-buy transactions, Aventric holds 147,622 common shares and 58,407 Series A preferred shares, which will become convertible into 100 common shares each upon stockholder approval. Yang reports these holdings indirectly through Aventric and disclaims beneficial ownership beyond her pecuniary interest.

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Insider Yang Jenny
Role Chief Administrative Officer
Bought 34,338 shs ($0.00)
Type Security Shares Price Value
Purchase Series A Preferred Stock 9,734 $0.00 --
Purchase Common Stock 24,604 $0.00 --
Grant/Award Series A Preferred Stock 48,673 $0.00 --
Grant/Award Common Stock 123,018 $0.00 --
Holdings After Transaction: Series A Preferred Stock — 58,407 shares (Indirect, By Aventric LLC); Common Stock — 147,622 shares (Indirect, By Aventric LLC)
Footnotes (1)
  1. Received as merger consideration pursuant to the Amended and Restated Agreement and Plan of Merger, dated July 2, 2026 ("Merger Agreement"), by and among the Issuer, EV-AZ Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub 1"), Azio AI, LLC, a wholly owned subsidiary of the Issuer ("Merger Sub 2"), and Azio AI Corporation ("Azio"). The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein. Under the terms of the Merger Agreement, on July 2, 2026, Merger Sub 1 merged with and into Azio, with Azio surviving the first merger as a wholly owned subsidiary of the Issuer, and immediately following the first merger, Azio merged with and into Merger Sub 2, with Merger Sub 2 surviving the second merger as a wholly owned subsidiary of the Issuer (such mergers, collectively the "Merger"). Upon the closing of the Merger, outstanding shares of common stock of Azio were converted into the right to receive shares of the Issuer's common stock and Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock") in accordance with the Merger Agreement. Shares acquired pursuant to the Stock Purchase Agreement, dated as of July 14, 2026, by and between Accel Venture III LLC and Aventric LLC ("Buyer") and pursuant to the Stock Purchase Agreement, dated July 14, 2026, by and between Milthea Company Inc. and the Buyer. The reporting person is the sole member of the Buyer. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein. Received as merger consideration pursuant to the Merger Agreement. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein. The Series A Preferred Stock will become convertible into 100 shares of common stock of the Issuer upon stockholder approval. The Series A Preferred Stock is perpetual and therefore has no expiration date.
Common shares purchased 7/14/2026 24,604 shares Open-market or private purchase by Aventric LLC on July 14, 2026
Series A preferred purchased 7/14/2026 9,734 shares Series A Preferred Stock bought by Aventric LLC under stock purchase agreements
Common shares from merger 7/2/2026 123,018 shares Common stock received by Aventric LLC as merger consideration on July 2, 2026
Series A preferred from merger 7/2/2026 48,673 shares Series A Preferred Stock received by Aventric LLC as merger consideration
Common shares held after 7/14/2026 147,622 shares Indirect common stock holdings by Aventric LLC following the reported transactions
Series A preferred held after 7/14/2026 58,407 shares Indirect Series A Preferred Stock holdings by Aventric LLC after the transactions
Series A conversion ratio 100 shares Each Series A Preferred share will become convertible into 100 common shares upon stockholder approval
Series A Non-Voting Convertible Preferred Stock financial
"outstanding shares of common stock and Series A Non-Voting Convertible Preferred Stock"
Series A non-voting convertible preferred stock is an early-round ownership share that gives holders priority over common shareholders for payouts and protections, but does not grant voting control. It can be exchanged later for common shares—like a coupon that can be turned into regular stock—allowing investors to share in upside while limiting immediate influence on company decisions; this affects potential returns, dilution for other shareholders, and the balance of control in future financing or sale events.
Amended and Restated Agreement and Plan of Merger regulatory
"Received as merger consideration pursuant to the Amended and Restated Agreement and Plan of Merger"
Stock Purchase Agreement financial
"Shares acquired pursuant to the Stock Purchase Agreement, dated as of July 14, 2026"
A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.
pecuniary interest financial
"disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest"
Merger Sub regulatory
"by and among the Issuer, EV-AZ Merger Sub, Inc., Azio AI, LLC, and Azio AI Corporation"
A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.

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

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FAQ

What insider activity did AZIO AI (EVTV) report for Jenny Yang?

AZIO AI reported that Chief Administrative Officer Jenny Yang, via Aventric LLC, increased her indirect stake. Aventric received merger consideration and later purchased 24,604 common and 9,734 Series A preferred shares, resulting in a net-buy insider pattern for the period disclosed.

How many AZIO AI (EVTV) shares did Aventric LLC buy on July 14, 2026?

On July 14, 2026, Aventric LLC bought 24,604 shares of common stock and 9,734 shares of Series A Preferred Stock. These purchases were made under stock purchase agreements with Accel Venture III LLC and Milthea Company Inc., as described in the Form 4 footnotes.

What are Jenny Yang’s indirect AZIO AI (EVTV) holdings after these transactions?

Following the reported transactions, Aventric LLC, through which Jenny Yang reports indirect ownership, holds 147,622 common shares and 58,407 Series A Preferred shares of AZIO AI. Yang disclaims beneficial ownership of these securities except to the extent of her pecuniary interest in Aventric.

How is AZIO AI (EVTV) Series A Preferred Stock treated in this Form 4?

The Form 4 shows acquisitions of Series A Preferred Stock that is perpetual and will become convertible into 100 common shares per preferred share upon stockholder approval. These preferred shares are currently held indirectly by Aventric LLC and are reported as derivative securities.

Why is Aventric LLC important in the AZIO AI (EVTV) Form 4 filing?

All reported securities are held indirectly through Aventric LLC, where Jenny Yang is the sole member. Transactions, including merger consideration and later purchases, are attributed to Aventric, with Yang reporting them as indirect holdings and expressly limiting beneficial ownership to her pecuniary interest.
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*
Yang Jenny

(Last)(First)(Middle)
7510 ARDMORE STREET

(Street)
HOUSTON TEXAS 77054

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
AZIO AI HOLDINGS, INC. [ AZIO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Administrative Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/02/2026
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 Stock07/02/2026A123,018(1)(2)A$0123,018IBy Aventric LLC
Common Stock07/14/2026P(3)24,604A$0147,622IBy Aventric LLC
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
Series A Preferred Stock$007/02/2026A(2)(4)48,673(4)07/02/2026(5) (6)Common Stock48,673(5)$048,673IBy Aventric LLC
Series A Preferred Stock$007/14/2026P(3)9,73407/14/2026(5) (6)Common Stock9,734$058,407IBy Aventric LLC
Explanation of Responses:
1. Received as merger consideration pursuant to the Amended and Restated Agreement and Plan of Merger, dated July 2, 2026 ("Merger Agreement"), by and among the Issuer, EV-AZ Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub 1"), Azio AI, LLC, a wholly owned subsidiary of the Issuer ("Merger Sub 2"), and Azio AI Corporation ("Azio"). The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
2. Under the terms of the Merger Agreement, on July 2, 2026, Merger Sub 1 merged with and into Azio, with Azio surviving the first merger as a wholly owned subsidiary of the Issuer, and immediately following the first merger, Azio merged with and into Merger Sub 2, with Merger Sub 2 surviving the second merger as a wholly owned subsidiary of the Issuer (such mergers, collectively the "Merger"). Upon the closing of the Merger, outstanding shares of common stock of Azio were converted into the right to receive shares of the Issuer's common stock and Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock") in accordance with the Merger Agreement.
3. Shares acquired pursuant to the Stock Purchase Agreement, dated as of July 14, 2026, by and between Accel Venture III LLC and Aventric LLC ("Buyer") and pursuant to the Stock Purchase Agreement, dated July 14, 2026, by and between Milthea Company Inc. and the Buyer. The reporting person is the sole member of the Buyer. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
4. Received as merger consideration pursuant to the Merger Agreement. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
5. The Series A Preferred Stock will become convertible into 100 shares of common stock of the Issuer upon stockholder approval.
6. The Series A Preferred Stock is perpetual and therefore has no expiration date.
Jenny Yang07/16/2026
** 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)