BOXABL Inc. (FGMC) Co-CEO reports trust, preferred and option stakes
Rhea-AI Filing Summary
BOXABL Inc. director and Co-Chief Executive Officer Galiano Paolo Tiramani reported his initial holdings. He lists 389,629 Class B shares directly and indirect Class B positions of 30,998,869 and 28,225,164 shares through trusts, all convertible one-for-one into Class A with no expiration. Indirect interests also include 379,482 shares of Merger Preferred Stock that begin automatic 20% monthly conversion into Class A on September 18, 2027, and 439,019 non-qualified stock options held by his spouse with a $0.0710 exercise price expiring in 2031.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Tiramani Galiano Paolo
Role
Co-Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Class B Common Stock, par value $0.0001 F1 | -- | -- | -- |
| holding | Class B Common Stock, par value $0.0001 F1, F2 | -- | -- | -- |
| holding | Class B Common Stock, par value $0.0001 F1, F2 | -- | -- | -- |
| holding | Merger Preferred Stock F3 | -- | -- | -- |
| holding | Non-Qualified Stock Options | -- | -- | -- |
| holding | Class A Common Stock, par value $0.0001 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock, par value $0.0001 — 389,629 shares (Direct);
Class B Common Stock, par value $0.0001 — 30,998,869 shares (Indirect, By the Galiano Tiramani 2020 Family Gift Trust);
Class B Common Stock, par value $0.0001 — 28,225,164 shares (Indirect, By the Shontor Asset Protection Trust);
Merger Preferred Stock — 379,482 shares (Indirect, By Spouse);
Non-Qualified Stock Options — 439,019 shares (Indirect, By Spouse);
Class A Common Stock, par value $0.0001 — 0 shares (Direct)
Footnotes (3)
- F1. Each share of Class B Common Stock converts into one share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the transfer agent of the Company. There is no expiration date.
- F2. The Galiano Tiramani 2020 Family Gift Trust is held for the benefit of Mr. Tiramani's family. Mr. Tiramani is not the trustee of the trust nor is the trust held for his benefit. Paolo Tiramani, who is Galiano Tiramani's father and serves and Co-CEO and Director of Boxabl Inc., serves as trustee. Mr. Paolo Tiramani disclaims beneficial ownership of the shares held in the Galiano Tiramani 2020 Family Gift Trust. The Shontor Asset Protection Trust was established for the benefit of Mr. Galiano Tiramani, his domestic partner and his descendants. Mr. Galiano Tiramani is the investment trustee of the Shontor Asset Protection Trust.
- F3. On September 18, 2027, 20% of the above shares of Merger Preferred Stock, in the aggregate, automatically converts into Class A Common Stock on a one for one basis. Thereafter, an additional 20% of the original shares of Merger Preferred Stock shall automatically convert each subsequent month on a one-for-one basis until all of the Merger Preferred Stock has been converted into Class A Common Stock.
Key Figures
Class B shares (direct): 389,629 shares
Class B shares via Family Gift Trust: 30,998,869 shares
Class B shares via Shontor Asset Protection Trust: 28,225,164 shares
+4 more
7 metrics
Class B shares (direct)
389,629 shares
Direct Class B Common Stock reported as of 2026-07-17; convertible one-for-one into Class A
Class B shares via Family Gift Trust
30,998,869 shares
Indirect Class B holdings through the Galiano Tiramani 2020 Family Gift Trust; convertible into Class A
Class B shares via Shontor Asset Protection Trust
28,225,164 shares
Indirect Class B holdings through the Shontor Asset Protection Trust; convertible into Class A
Merger Preferred Stock via spouse
379,482 shares
Merger Preferred Stock indirectly held by spouse; 20% auto-converts monthly to Class A starting 2027-09-18
Non-qualified option underlying shares
439,019 shares
Underlying Class A shares for Non-Qualified Stock Options indirectly held by spouse
Option exercise price
$0.0710 per share
Exercise price for 439,019 Non-Qualified Stock Options expiring 2031-10-04
Direct Class A shares
0 shares
Direct Class A Common Stock holdings reported as of 2026-07-17
Key Terms
Merger Preferred Stock, Non-Qualified Stock Options, donor advised fund, beneficial ownership, +1 more
5 terms
Merger Preferred Stock financial
"20% of the above shares of Merger Preferred Stock... automatically converts"
Non-Qualified Stock Options financial
"Non-Qualified Stock Options... exercise price $0.0710, expiring 2031-10-04"
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
donor advised fund financial
"deposited in the Dechomai Asset Trust, a donor advised fund"
A donor advised fund is a charitable savings account you fund with cash or assets (including stocks) that lets you take an immediate tax benefit while recommending when and which charities receive grants over time. Think of it like a dedicated piggy bank for giving: you get tax relief when you put money in, can avoid selling appreciated securities and triggering capital gains, and still control the timing and recipients of donations, which affects tax planning, portfolio decisions, and public giving signals.
beneficial ownership financial
"Mr. Paolo Tiramani disclaims beneficial ownership of the shares held"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
automatic conversion financial
"20%... automatically converts into Class A Common Stock on a one for one basis"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does this BOXABL Inc. Form 3 mean for FGMC investors?
It shows Co-CEO Galiano Paolo Tiramani’s initial BOXABL equity holdings, including Class B shares, Merger Preferred Stock, and options convertible into Class A. This clarifies reported insider ownership structures relevant to any FGMC-related transaction involving BOXABL.
What preferred stock holdings are disclosed in the BOXABL Form 3 relevant to FGMC?
Indirectly, through his spouse, Tiramani reports 379,482 shares of Merger Preferred Stock. Starting September 18, 2027, 20% of these shares automatically convert monthly into Class A Common Stock until all are converted.
What stock options linked to BOXABL are reported in this Form 3 that FGMC investors should note?
The filing lists 439,019 Non-Qualified Stock Options held indirectly by his spouse, exercisable into Class A shares at $0.0710 per share and expiring on October 4, 2031, highlighting a sizable derivative position.
How are trusts involved in Galiano Tiramani’s BOXABL holdings noted in this Form 3 for FGMC followers?
Indirect Class B holdings are reported through the Galiano Tiramani 2020 Family Gift Trust and the Shontor Asset Protection Trust. The footnotes describe their beneficiaries and trustee roles, clarifying how these large positions are held.
Does the BOXABL Form 3 show any direct Class A stock ownership relevant to FGMC tracking?
The report lists 0 shares of Class A Common Stock held directly by Galiano Paolo Tiramani. His reported exposure to Class A is currently via convertible Class B shares, Merger Preferred Stock, and stock options.