Jonathan Durham gains 79,265 GEMI shares; 7,142 RSUs vest in one year

Rhea-AI Filing Summary

Gemini Space Station director Jonathan B. Durham reported acquisitions on 09/11/2025 that increased his direct holdings to 79,265 shares of Class A common stock. The filing shows a grant of 7,142 restricted stock units (RSUs) that vest in full on the first anniversary of the grant date, subject to continued service; each RSU converts to one share upon vesting. It also discloses receipt of 72,123 Class A shares issued in connection with the issuer's initial public offering in exchange for Durham's incentive profits interest units in Gemini Astronaut Corps, LLC. The Form 4 was signed by an attorney-in-fact on 09/15/2025.

Positive

• Director increased direct ownership to 79,265 Class A shares following the transactions
• 72,123 shares received in connection with the issuer's initial public offering converting incentive profits interest units to Class A stock
• 7,142 RSUs granted that vest in full after one year, aligning executive interest with shareholder outcomes

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider acquisitions increased the director's direct stake to 79,265 Class A shares, combining an IPO exchange and time‑vested RSUs.

The reported transactions show a meaningful shift from incentive units to public Class A shares: 72,123 shares were issued in the IPO conversion and 7,142 RSUs were granted that vest after one year. For analysts, the conversion of incentive units into publicly traded shares clarifies outstanding ownership and aligns compensation with equity performance. The RSU vesting schedule ties future share delivery to continued service, which is a common retention mechanism.

Corporate Governance Expert

TL;DR: Director received shares via IPO reorganization and a one‑year RSU grant; governance impact is routine but increases disclosed insider ownership.

The Form 4 discloses direct beneficial ownership after the transactions and confirms the RSUs are service‑based with a one‑year cliff. This is a standard retention and alignment practice and the filing was executed by an attorney‑in‑fact. No departures, option repricings, or other unusual governance actions are disclosed.

SEC Form 4

FORM 4

UNITED 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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Durham Jonathan B

(Last) (First) (Middle)

C/O GEMINI SPACE STATION, INC.

600 THIRD AVENUE, 2ND FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gemini Space Station, Inc. [ GEMI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/11/2025		A		7,142(1)	A	$0	7,142	D
Class A Common Stock	09/11/2025		A		72,123(2)	A	$0	79,265	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant of 7,142 restricted stock units ("RSUs"), which will vest in full on the first anniversary of the grant date, subject to the reporting person's continuous service through such date. Each RSU represents a contingent right to receive one share of Class A common stock.

2. In connection with the Issuer's initial public offering and related reorganizational transactions, the reporting person received 72,123 shares of Class A common stock in exchange for the reporting person's corresponding incentive profits interest units in Gemini Astronaut Corps, LLC.

	/s/ Tyler Meade, as attorney-in-fact	09/15/2025
	** 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 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.
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FAQ

What changes to Jonathan B. Durham's holdings were reported on Form 4 for GEMI?

The filing reports Durham acquired 72,123 Class A shares in the IPO reorganization and was granted 7,142 RSUs, bringing his direct holdings to 79,265 shares.

When do the restricted stock units (RSUs) granted to Durham vest?

The RSUs (7,142) will vest in full on the first anniversary of the grant date, subject to Durham's continuous service through that date.

How were the 72,123 Class A shares obtained by the reporting person?

They were received in connection with the issuer's initial public offering and related reorganizational transactions in exchange for Durham's incentive profits interest units in Gemini Astronaut Corps, LLC.

What is the reporting person's relationship to Gemini Space Station, Inc. (GEMI)?

The Form 4 identifies Jonathan B. Durham as a Director of the issuer.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by /s/ Tyler Meade, as attorney-in-fact on 09/15/2025.