Hadron CEO Samuel Gibson reports large HDRN stake
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Form Type
3
Rhea-AI Filing Summary
Hadron Energy, Inc. director and Chief Executive Officer Samuel Gibson filed an initial ownership report following the merger of Hadron into a subsidiary of GigCapital7 Corp. The filing shows direct ownership of 22,797,000 shares of common stock, plus 20,249,584 shares held indirectly through Gibson Family Holdings LLC and 427,491 shares held indirectly through the SG 2026 Irrevocable Exempt Trust. These positions were received in exchange for previously held Hadron shares under the merger exchange ratio in a transaction described as exempt under Rule 16b-3.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Gibson Samuel, Gibson Family Holdings LLC
Role
Chief Executive Officer | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 22,797,000 shares (Direct);
Common Stock — 20,249,584 shares (Indirect, By Gibson Family Holdings LLC);
Common Stock — 427,491 shares (Indirect, By SG 2026 Irrevocable Exempt Trust u/a dated January 29, 2026)
Footnotes (3)
- F1. Received by the reporting person in exchange for 458,949.43 shares of Hadron Energy, Inc. ("Hadron") held by reporting person in connection with the merger of Hadron into a subsidiary of GigCapital7 Corp. (the "Company") (the "Merger") pursuant to the exchange ratio set forth in the business combination agreement between Hadron and the Company. The acquisition of these shares is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange pursuant to the Securities and Exchange Act of 1934, as amended.
- F2. Received by the reporting person in exchange for 405,000 shares of Hadron held by reporting person in connection with the Merger pursuant to the exchange ratio set forth in the business combination agreement between Hadron and the Company. The acquisition of these shares is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange pursuant to the Securities and Exchange Act of 1934, as amended. These shares are beneficially owned by reporting person, who has the voting and dispositive power over such shares. The shares held by Gibson Family Holdings LLC are beneficially owned by Mr. Gibson, the Company's Chief Executive Officer. Mr. Gibson is also the Manager of Gibson Family Holdings LLC, who has sole voting and dispositive power of the shares held by Gibson Family Holdings LLC.
- F3. Received by the reporting person in exchange for 8,550 shares of Hadron held by reporting person in connection with the Merger pursuant to the exchange ratio set forth in the business combination agreement between Hadron and the Company. The acquisition of these shares is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange pursuant to the Securities and Exchange Act of 1934, as amended. These shares are beneficially owned by reporting person, who has the voting and dispositive power over such shares. The shares held by the SG 2026 Irrevocable Exempt Trust are beneficially owned by Mr. Gibson, the Company's Chief Executive Officer. Mr. Gibson has a pecuniary interest in the SG 2026 Irrevocable Exempt Trust, who has sole voting and dispositive power of the shares held by the SG 2026 Irrevocable Exempt Trust.
Key Figures
Direct common stock holdings: 22,797,000 shares
Indirect holdings via Gibson Family Holdings LLC: 20,249,584 shares
Indirect holdings via SG 2026 Trust: 427,491 shares
+2 more
5 metrics
Direct common stock holdings
22,797,000 shares
Common Stock directly owned following merger exchange
Indirect holdings via Gibson Family Holdings LLC
20,249,584 shares
Common Stock held indirectly through Gibson Family Holdings LLC
Indirect holdings via SG 2026 Trust
427,491 shares
Common Stock held indirectly through SG 2026 Irrevocable Exempt Trust
Hadron shares exchanged (F2)
405,000 shares
Hadron shares exchanged for company shares in merger, per footnote F2
Hadron shares exchanged (F3)
8,550 shares
Hadron shares exchanged for company shares in merger, per footnote F3
Key Terms
Rule 16b-3, business combination agreement, pecuniary interest, Irrevocable Exempt Trust, +1 more
5 terms
Rule 16b-3 regulatory
"The acquisition of these shares is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
business combination agreement financial
"pursuant to the exchange ratio set forth in the business combination agreement between Hadron and the Company"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
pecuniary interest financial
"Mr. Gibson has a pecuniary interest in the SG 2026 Irrevocable Exempt Trust"
Irrevocable Exempt Trust financial
"the SG 2026 Irrevocable Exempt Trust u/a dated January 29, 2026"
voting and dispositive power financial
"has the voting and dispositive power over such shares"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the Form 3 filing for Hadron Energy (HDRN) disclose about Samuel Gibson?
The Form 3 shows Samuel Gibson as a director, Chief Executive Officer, and 10% owner. It reports substantial direct and indirect holdings in Hadron Energy common stock that were received in exchange for prior Hadron shares as part of a merger.
What is the SG 2026 Irrevocable Exempt Trust’s role in Hadron Energy (HDRN) ownership?
The SG 2026 Irrevocable Exempt Trust holds 427,491 Hadron Energy common shares reported as indirectly beneficially owned by Samuel Gibson. The footnotes state he has a pecuniary interest, with the trust having sole voting and dispositive power over its shares.
Does the Hadron Energy (HDRN) Form 3 indicate recent insider buying or selling activity?
The Form 3 records holdings and exchange-related acquisitions rather than open-market trades. It ties the reported positions to shares received in the merger transaction under Rule 16b-3, not to new discretionary purchases or sales in the market.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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