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BOXABL Inc. (FGMC) CFO equity tied to RSUs and Qualifying deals

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

BOXABL Inc.’s Chief Financial Officer, Costas Martin Noe, reports equity interests entirely through Restricted Stock Units, with no direct holdings of Class A common stock. The RSUs correspond to 556,613 and 974,073 underlying Class A shares and become monetizable only once fully vested and after a defined Qualifying Transaction. Each RSU delivers about 0.078 share, settled in stock within fifteen business days following a Qualifying Transaction. All RSUs are canceled if his employment ends before such a transaction, and no payment is made if he is terminated for cause after a Qualifying Transaction but before settlement.

Positive

  • None.

Negative

  • None.
Insider Costas Martin Noe
Role Chief Financial Officer
Type Security Shares Price Value
holding Restricted Stock Units F3, F1, F2 -- -- --
holding Restricted Stock Units F5, F4, F2 -- -- --
holding Class A Common Stock, par value $0.0001 -- -- --
Holdings After Transaction: Restricted Stock Units — 1,530,686 shares (Direct); Class A Common Stock, par value $0.0001 — 0 shares (Direct)
Footnotes (5)
  1. F1. The Restricted Stock Units ("RSUs) were granted October 2, 2023, and become subject to monetization once fully vested and upon the occurrence of a "Qualifying Transaction," defined as the first to occur of (i) a time at which the Company tenders for and successfully acquires the RSUs, (ii) the date of the closing of a transaction (or series of transactions) that results in a "change of control" of the Company; or (iii) the first trading day that is on or after the expiration of the "lock up" period after the effective date of the initial underwritten sale of the Company's equity securities to the public on an established securities market.
  2. F2. If Mr. Costas' employment terminates for any reason prior to a Qualifying Transaction, such termination will result in the immediate cancellation and lapse of the RSUs. In the event of termination for cause after a Qualifying Transaction but prior to payment, he will not be entitled to payment.
  3. F3. Each RSU represents the right to receive, upon vesting, approximately 0.078 of a share of Class A Common Stock of BOXABL Inc. The RSUs will be settled in shares of the Company's Class A Common Stock within fifteen business days after the closing of a Qualifying Transaction.
  4. F4. The Restricted Stock Units ("RSUs) were granted on December 24, 2024, and become subject to monetization once fully vested and upon the occurrence of a Qualifying Transaction.
  5. F5. Each RSU represents the right to receive, upon vesting, approximately 0.078 of a share of Class A Common Stock of BOXABL Inc. The RSUs will be settled in shares of the Company's Class A Common Stock within fifteen business days after the closing of a Qualifying Transaction.
Underlying Class A shares from October 2, 2023 RSU grant 556,613 shares Underlying security shares linked to RSUs granted October 2, 2023
Underlying Class A shares from December 24, 2024 RSU grant 974,073 shares Underlying security shares linked to RSUs granted December 24, 2024
Direct Class A common stock holdings 0 shares Direct BOXABL Inc. Class A Common Stock reported as of July 17, 2026
Share per RSU 0.078 share per RSU Each RSU represents the right to receive approximately 0.078 share upon vesting
Settlement period after Qualifying Transaction 15 business days RSUs settled in Class A common stock within fifteen business days after a Qualifying Transaction
Restricted Stock Units financial
"The Restricted Stock Units (RSUs) were granted October 2, 2023"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Qualifying Transaction financial
"become subject to monetization once fully vested and upon the occurrence of a Qualifying Transaction"
A qualifying transaction is a deal that turns a non-operating or shell public company into a fully operating, exchange-approved business by meeting the stock exchange’s rules for operations, assets and management. It matters to investors because it marks a major change in what the company does and its risks—like converting an empty storefront into a functioning shop that must meet health and safety codes—and often brings new assets, share dilution and fresh disclosure obligations.
change of control financial
"the closing of a transaction (or series of transactions) that results in a change of control of the Company"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
lock up financial
"the first trading day that is on or after the expiration of the lock up period"
A lock up is a contractual restriction that prevents certain shareholders from selling their stock for a set period after an offering or corporate transaction. It matters to investors because it temporarily limits the number of shares that can flood the market—like a temporary freeze on a group of tickets—so when the lock up ends, increased selling can put downward pressure on the stock price or reveal insider confidence when shares are held.

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

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FAQ

How many underlying BOXABL Inc. shares are linked to the CFO’s RSUs in the FGMC context?

The RSUs are linked to 556,613 and 974,073 underlying shares of BOXABL Inc. Class A common stock, representing two separate RSU grants referenced in the Form 3 derivative holdings summary.

What is a Qualifying Transaction in BOXABL Inc.’s Form 3 for symbol FGMC?

A Qualifying Transaction is defined as a successful tender for the RSUs, a transaction causing a change of control, or the first trading day after the IPO lock-up period expires for BOXABL Inc.’s equity.

When do the CFO’s RSUs at BOXABL Inc. become payable to him?

Each RSU delivers approximately 0.078 share of Class A common stock and is settled in shares within fifteen business days after a Qualifying Transaction occurs, subject to vesting and employment conditions.

What happens to the BOXABL Inc. RSUs if the CFO leaves before a Qualifying Transaction?

If his employment terminates for any reason before a Qualifying Transaction, all RSUs are immediately canceled and lapse. If terminated for cause after such a transaction but before payment, he is not entitled to any payment.
SEC Form 3
FORM 3UNITED 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*
Costas Martin Noe

(Last)(First)(Middle)
5345 E. N. BELT ROAD

(Street)
NORTH LAS VEGAS NEVADA 89115

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
07/17/2026
3. Issuer Name and Ticker or Trading Symbol
BOXABL Inc. [ BXBL ]
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
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)
Class A Common Stock, par value $0.00010D
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 ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (1) (2)Class A Common Stock, par value $0.0001556,613(3)(3)D
Restricted Stock Units (4) (2)Class A Common Stock, par value $0.0001974,073(5)(5)D
Explanation of Responses:
1. The Restricted Stock Units ("RSUs) were granted October 2, 2023, and become subject to monetization once fully vested and upon the occurrence of a "Qualifying Transaction," defined as the first to occur of (i) a time at which the Company tenders for and successfully acquires the RSUs, (ii) the date of the closing of a transaction (or series of transactions) that results in a "change of control" of the Company; or (iii) the first trading day that is on or after the expiration of the "lock up" period after the effective date of the initial underwritten sale of the Company's equity securities to the public on an established securities market.
2. If Mr. Costas' employment terminates for any reason prior to a Qualifying Transaction, such termination will result in the immediate cancellation and lapse of the RSUs. In the event of termination for cause after a Qualifying Transaction but prior to payment, he will not be entitled to payment.
3. Each RSU represents the right to receive, upon vesting, approximately 0.078 of a share of Class A Common Stock of BOXABL Inc. The RSUs will be settled in shares of the Company's Class A Common Stock within fifteen business days after the closing of a Qualifying Transaction.
4. The Restricted Stock Units ("RSUs) were granted on December 24, 2024, and become subject to monetization once fully vested and upon the occurrence of a Qualifying Transaction.
5. Each RSU represents the right to receive, upon vesting, approximately 0.078 of a share of Class A Common Stock of BOXABL Inc. The RSUs will be settled in shares of the Company's Class A Common Stock within fifteen business days after the closing of a Qualifying Transaction.
/s/ Martin Noe Costas,07/27/2026
** 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 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)