5E Advanced Materials: Karnavati acquires 6.14M shares

Equal blocks of FEAM shares were attributed to partial payment of DIP obligations and receipt as HSBC Bank USA's designee.

Rhea-AI Filing Summary

5E Advanced Materials, Inc. (FEAM) reports that Karnavati Holdings, Inc. (KHI), a ten-percent owner, directly held 6,144,182 common shares issued October 1, 2026 under the Asset Purchase Agreement dated September 14, 2026. The reported shares include 3,072,091 received in partial payment of DIP obligations and 3,072,091 received as designee of HSBC Bank USA, National Association. The amount excludes 312,500 shares held back pending delivery of executed deeds and Tranche 2 Funding, and 1,843,318 shares held in escrow pending resolution of a mechanic's lien claim. Nirma Ltd and Karsanbhai K. Patel report indirect ownership through KHI; Patel disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Karnavati Holdings, Inc., Nirma Ltd, Patel Karsanbhai K.

Role 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
holding	Common Stock, $0.01 par value per share F1, F2	--	--	--
holding	Common Stock, $0.01 par value per share F1, F3	--	--	--

Holdings After Transaction: Common Stock, $0.01 par value per share — 6,144,182 shares (Direct); Common Stock, $0.01 par value per share — 6,144,182 shares (Indirect, By KHI)

Footnotes (3)

1. F1. Represents shares of Common Stock issued to KHI on October 1, 2026 under the Asset Purchase Agreement dated September 14, 2026, including 3,072,091 shares received in partial payment of DIP obligations and 3,072,091 shares received as designee of HSBC Bank USA, National Association. Excludes 312,500 shares held back by the Issuer pending delivery of executed deeds and the Tranche 2 Funding, and 1,843,318 shares held in escrow pending resolution of a mechanic's lien claim, any residual of which is to be distributed to KHI.
2. F2. This Form 3 is filed jointly by Karnavati Holdings, Inc. ("KHI"), Nirma Limited ("Nirma") and Dr. Karsanbhai K. Patel ("Dr. Patel"). KHI reports the securities held directly on the first line of Table I; Nirma and Dr. Patel report the securities held indirectly on the second line of Table I. The address of KHI is 9401 Indian Creek Parkway, Suite 1000, Overland Park, KS 66210. The address of each of Nirma and Dr. Patel is Nirma House, Ashram Road, Ahmedabad 380009, Gujarat, India.
3. F3. The reported securities are directly held by KHI, which is a wholly owned subsidiary of Nirma. Dr. Patel holds approximately 58.98% of the outstanding equity of Nirma and serves as its Chairman and, accordingly, each of Nirma and Dr. Patel may be deemed to beneficially own the securities directly held by KHI. Dr. Patel disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of the reported securities in this report shall not be deemed an admission that Dr. Patel is the beneficial owner of such securities in excess of his pecuniary interest for purposes of Section 16 or any other purpose.

Key Figures

KHI direct common share holdings: 6,144,182 shares Shares received in partial payment of DIP obligations: 3,072,091 shares Shares received as HSBC Bank USA designee: 3,072,091 shares +3 more

6 metrics

KHI direct common share holdings 6,144,182 shares Shares issued October 1, 2026

Shares received in partial payment of DIP obligations 3,072,091 shares Component of KHI's reported holdings

Shares received as HSBC Bank USA designee 3,072,091 shares Component of KHI's reported holdings

Shares held back 312,500 shares Pending delivery of executed deeds and Tranche 2 Funding

Shares held in escrow 1,843,318 shares Pending resolution of a mechanic's lien claim

Patel's ownership of Nirma Approximately 58.98% Nirma's outstanding equity

Key Terms

DIP obligations, Asset Purchase Agreement, mechanic's lien claim, beneficially own, +1 more

5 terms

DIP obligations financial

"partial payment of DIP obligations"

Asset Purchase Agreement financial

"under the Asset Purchase Agreement dated September 14, 2026"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

mechanic's lien claim regulatory

"pending resolution of a mechanic's lien claim"

beneficially own regulatory

"may be deemed to beneficially own the securities"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

pecuniary interest financial

"except to the extent of his pecuniary interest"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many FEAM shares did Karnavati Holdings report holding?

Karnavati Holdings, Inc. reported direct holdings of 6,144,182 FEAM common shares issued October 1, 2026. The amount includes 3,072,091 shares received in partial payment of DIP obligations and 3,072,091 received as designee of HSBC Bank USA, National Association.

Why does Karsanbhai K. Patel report indirect FEAM ownership?

The shares are directly held by KHI, which is a wholly owned subsidiary of Nirma Ltd. Karsanbhai K. Patel holds approximately 58.98% of Nirma's outstanding equity and serves as its Chairman; the report says each may be deemed to beneficially own KHI's shares. Patel disclaims beneficial ownership except to the extent of his pecuniary interest.

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

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Available on EDGAR 10/13/2026 - 05:24 PM EDT Accepted by SEC EDGAR 10/13/2026 - 05:23 PM EDT Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Karnavati Holdings, Inc.

(Last) (First) (Middle)

9401 INDIAN CREEK PARKWAY

SUITE 1000

(Street)

OVERLAND PARK KANSAS 66210

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2026

3. Issuer Name and Ticker or Trading Symbol
5E Advanced Materials, Inc. [ FEAM ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value per share	6,144,182(1)	D(1)(2)
Common Stock, $0.01 par value per share	6,144,182(1)(3)	I(3)	By KHI(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Karnavati Holdings, Inc.

(Last) (First) (Middle)

9401 INDIAN CREEK PARKWAY

SUITE 1000

(Street)

OVERLAND PARK KANSAS 66210

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nirma Ltd

(Last) (First) (Middle)

9401 INDIAN CREEK PARKWAY

SUITE 1000

(Street)

OVERLAND PARK KANSAS 66210

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Patel Karsanbhai K.

(Last) (First) (Middle)

9401 INDIAN CREEK PARKWAY

SUITE 1000

(Street)

OVERLAND PARK KANSAS 66210

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents shares of Common Stock issued to KHI on October 1, 2026 under the Asset Purchase Agreement dated September 14, 2026, including 3,072,091 shares received in partial payment of DIP obligations and 3,072,091 shares received as designee of HSBC Bank USA, National Association. Excludes 312,500 shares held back by the Issuer pending delivery of executed deeds and the Tranche 2 Funding, and 1,843,318 shares held in escrow pending resolution of a mechanic's lien claim, any residual of which is to be distributed to KHI.

2. This Form 3 is filed jointly by Karnavati Holdings, Inc. ("KHI"), Nirma Limited ("Nirma") and Dr. Karsanbhai K. Patel ("Dr. Patel"). KHI reports the securities held directly on the first line of Table I; Nirma and Dr. Patel report the securities held indirectly on the second line of Table I. The address of KHI is 9401 Indian Creek Parkway, Suite 1000, Overland Park, KS 66210. The address of each of Nirma and Dr. Patel is Nirma House, Ashram Road, Ahmedabad 380009, Gujarat, India.

3. The reported securities are directly held by KHI, which is a wholly owned subsidiary of Nirma. Dr. Patel holds approximately 58.98% of the outstanding equity of Nirma and serves as its Chairman and, accordingly, each of Nirma and Dr. Patel may be deemed to beneficially own the securities directly held by KHI. Dr. Patel disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of the reported securities in this report shall not be deemed an admission that Dr. Patel is the beneficial owner of such securities in excess of his pecuniary interest for purposes of Section 16 or any other purpose.

	KARNAVATI HOLDINGS, INC. By: /s/ Nanette C. Heide, Attorney-in-Fact	10/13/2026
	NIRMA LIMITED By: /s/ Nanette C. Heide, Attorney-in-Fact	10/13/2026
	/s/ Nanette C. Heide, Attorney-in-Fact for Dr. Karsanbhai K. Patel	10/13/2026
	** Signature of Reporting Person	Date
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 5 (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 3: SEC 1473 (03-26)