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Sponsor of HCM IV (NASDAQ: HACQU) assigns Class B shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HCM IV Acquisition Corp. reported a Form 4 insider transaction reflecting an "other" change involving 75,000 Class B ordinary shares at $0.003 per share. After this transaction, 8,550,000 Class B ordinary shares were held indirectly.

Footnotes explain that in connection with the initial public offering and the appointments of Michael J. Connor, Richard Donohoe and Thomas Sapio to the Board of Directors, HCM IV Investor Holdings IV, LLC, the sponsor, assigned 25,000 Class B ordinary shares to each of these directors. The Class B ordinary shares are automatically convertible into Class A ordinary shares on a one-for-one basis at the time of the initial business combination, subject to anti-dilution adjustments, and have no expiration date.

The shares are held directly by the sponsor under a subscription agreement dated September 5, 2025. Shawn Matthews, the Chairman and Chief Executive Officer, is the managing member of the sponsor, has sole voting and dispositive control over the shares held by the sponsor, may be deemed the beneficial owner, and disclaims beneficial ownership of securities in which he has no pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Matthews Shawn, HCM Investor Holdings IV, LLC
Role Chairman and CEO | 10% Owner
Type Security Shares Price Value
Other Class B Ordinary Shares 75,000 $0.003 $225.00
Holdings After Transaction: Class B Ordinary Shares — 8,550,000 shares (Indirect, See Footnote)
Footnotes (1)
  1. The Class B ordinary shares are automatically convertible into the shares of the Issuer's Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. In connection with the Issuer's initial public offering and the appointment of Michael J. Connor, Richard Donohoe and Thomas Sapio to the Issuer's Board of Directors, HCM IV Investor Holdings, LLC (the "Sponsor") assigned 25,000 Class B ordinary shares to each of Michael J. Connor, Richard Donohoe and Thomas Sapio. These Class B ordinary shares are held directly by the Sponsor, acquired pursuant to a subscription agreement dated as of September 5, 2025 by and among the Sponsor and the registrant. Shawn Matthews, the Chairman and Chief Executive Officer of the registrant, is the managing member of the Sponsor. Mr. Matthews has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. Mr. Matthews disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Matthews Shawn
(Last) (First) (Middle)
C/O HCM IV ACQUISITION CORP.
85 WASHINGTON STREET
(Street)
NORWALK CT 06854
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HCM IV Acquisition Corp. [ HACQ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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 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
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
Class B Ordinary Shares (1) 02/11/2026 J(2) 75,000 (1) (1) Class A Ordinary Shares 75,000 $0.003 8,550,000 I See Footnote(3)
1. Name and Address of Reporting Person*
Matthews Shawn
(Last) (First) (Middle)
C/O HCM IV ACQUISITION CORP.
85 WASHINGTON STREET
(Street)
NORWALK CT 06854
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
1. Name and Address of Reporting Person*
HCM Investor Holdings IV, LLC
(Last) (First) (Middle)
C/O HCM IV ACQUISITION CORP.
85 WASHINGTON STREET
(Street)
NORWALK CT 06854
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Sponsor
Explanation of Responses:
1. The Class B ordinary shares are automatically convertible into the shares of the Issuer's Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
2. In connection with the Issuer's initial public offering and the appointment of Michael J. Connor, Richard Donohoe and Thomas Sapio to the Issuer's Board of Directors, HCM IV Investor Holdings, LLC (the "Sponsor") assigned 25,000 Class B ordinary shares to each of Michael J. Connor, Richard Donohoe and Thomas Sapio.
3. These Class B ordinary shares are held directly by the Sponsor, acquired pursuant to a subscription agreement dated as of September 5, 2025 by and among the Sponsor and the registrant. Shawn Matthews, the Chairman and Chief Executive Officer of the registrant, is the managing member of the Sponsor. Mr. Matthews has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. Mr. Matthews disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest.
/s/ Shawn Matthews, by Steven Bischoff with Power of Attorney 02/18/2026
/s/ HCM Investor Holdings IV, LLC, Steven Bischoff with Power of Attorney 02/18/2026
** 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 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did HCM IV Acquisition Corp. (HACQU) report?

HCM IV Acquisition Corp. reported an "other" insider transaction involving 75,000 Class B ordinary shares at $0.003 per share. Following this transaction, 8,550,000 Class B ordinary shares were held indirectly through the sponsor entity associated with its Chairman and CEO.

How were Class B shares of HCM IV (HACQU) allocated to directors?

In connection with the IPO and board appointments, the sponsor assigned 25,000 Class B ordinary shares each to directors Michael J. Connor, Richard Donohoe and Thomas Sapio. These assignments were made from shares directly held by the sponsor, HCM IV Investor Holdings IV, LLC.

Are HCM IV (HACQU) Class B shares convertible into Class A shares?

Yes, HCM IV’s Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis at the time of the initial business combination. This conversion is subject to specified anti-dilution adjustments and the Class B shares have no expiration date.

Who controls the HCM IV (HACQU) Class B shares held by the sponsor?

The Class B shares are held directly by the sponsor, HCM IV Investor Holdings IV, LLC. Shawn Matthews, the Chairman and CEO, is the sponsor’s managing member with sole voting and dispositive control, and may be deemed a beneficial owner subject to his pecuniary interest disclaimer.

What does Shawn Matthews disclose about beneficial ownership in HACQU shares?

Shawn Matthews may be deemed the beneficial owner of Class B shares held by the sponsor due to his control position. However, he expressly disclaims beneficial ownership of any sponsor-held securities in which he does not have a pecuniary interest, limiting his economic claim to those particular holdings.

How many HCM IV (HACQU) Class B shares were held after the reported transaction?

After the reported "other" transaction, a total of 8,550,000 Class B ordinary shares were held indirectly. These shares are owned by the sponsor entity, with voting and dispositive control exercised by Shawn Matthews in his role as managing member.