Hawkeye Systems (HWKE) 10% owner reports sizable convertible note holding

Rhea-AI Filing Summary

Hawkeye Systems, Inc. insider Hawkeye HoldCo LLC, a 10% owner, reported an initial holding of a Convertible Promissory Note on a Form 3. The note is convertible into 23,064,633 shares of common stock at a conversion price of $0.12 per share and expires on April 1, 2028. The conversion price may be adjusted for dividends, distributions, stock splits, reverse splits, or certain lower-priced issuances.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hawkeye HoldCo LLC

Role 10% Owner

Type	Security	Shares	Price	Value
holding	Convertible Promissory Note	--	--	--

Holdings After Transaction: Convertible Promissory Note — 23,064,633 shares (Direct)

Footnotes (1)

1. [object Object]

Key Figures

Underlying common shares: 23,064,633 shares Conversion price: $0.12 per share Expiration date: April 1, 2028

3 metrics

Underlying common shares 23,064,633 shares Underlying shares for Convertible Promissory Note holding

Conversion price $0.12 per share Convertible Promissory Note conversion price into common stock

Expiration date April 1, 2028 Convertible Promissory Note expiration

Key Terms

Convertible Promissory Note, conversion price, stock splits, reverse stock splits

4 terms

Convertible Promissory Note financial

"reported an initial holding of a Convertible Promissory Note on a Form 3"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

conversion price financial

"at a conversion price of $0.12 per share and expires"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

stock splits financial

"including dividends, distributions, stock splits, reverse stock splits"

A stock split increases the number of a company’s shares by dividing existing shares into multiple smaller pieces, like slicing a pizza into more slices without adding more pizza. Each shareholder keeps the same overall ownership and value, but each share becomes cheaper and more plentiful, which can make the stock easier for everyday investors to buy, potentially boost trading activity and change how price movements look on charts.

reverse stock splits financial

"including dividends, distributions, stock splits, reverse stock splits"

A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED 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
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1. Name and Address of Reporting Person^*

Hawkeye HoldCo LLC

(Last) (First) (Middle)

C/O HAWKEYE SYSTEMS, INC.

7401 CARMEL EXECUTIVE PARK DR., STE 315

(Street)

CHARLOTTE NORTH CAROLINA 28226

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2026

3. Issuer Name and Ticker or Trading Symbol
Hawkeye Systems, Inc. [ HWKE ]

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)

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

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 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)

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 Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Promissory Note	04/01/2026	04/01/2028	Common Stock	23,064,633	$0.12(1)	D

Explanation of Responses:

1. The conversion price of the note is subject to adjustment in the event of certain corporate events including dividends, distributions, stock splits, reverse stock splits, or the issuance of common stock or securities convertible or exercisable into shares of common stock at a lower price per share, subject to certain exceptions.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Martin Sumichrast	04/10/2026
	** 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 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)

FAQ

What insider position did Hawkeye HoldCo LLC report in Hawkeye Systems (HWKE)?

Hawkeye HoldCo LLC reported holding a Convertible Promissory Note in Hawkeye Systems. The note is initially convertible into 23,064,633 shares of common stock at a $0.12 conversion price per share, with an expiration date of April 1, 2028, subject to certain adjustments.

How many Hawkeye Systems (HWKE) shares are underlying the reported convertible note?

The reported Convertible Promissory Note is initially convertible into 23,064,633 shares of Hawkeye Systems common stock. This figure reflects the underlying common stock tied to the note at a $0.12 per share conversion price, before any potential conversion price adjustments described in the disclosure.

What is the conversion price and expiration date of the Hawkeye Systems (HWKE) convertible note?

The Convertible Promissory Note reported by Hawkeye HoldCo LLC has a conversion price of $0.12 per share and an expiration date of April 1, 2028. The conversion price can be adjusted for specified corporate events, including stock splits and certain lower-priced issuances of common stock.

Why can the Hawkeye Systems (HWKE) convertible note conversion price be adjusted?

The conversion price of the Convertible Promissory Note may be adjusted if certain corporate events occur. These include dividends, distributions, stock splits, reverse stock splits, or issuances of common stock or convertible securities at a lower price per share, subject to specified exceptions detailed in the disclosure.

What type of security did Hawkeye HoldCo LLC report for Hawkeye Systems (HWKE)?

Hawkeye HoldCo LLC reported a derivative security, specifically a Convertible Promissory Note. This note is exercisable into 23,064,633 shares of Hawkeye Systems common stock at a $0.12 conversion price per share and expires on April 1, 2028, with certain anti-dilution adjustments described.