Hawkeye Systems (HWKE) note conversion creates 23M indirect common shares

Rhea-AI Filing Summary

Hawkeye Systems, Inc. insider reporting shows an entity associated with Martin A. Sumichrast converting a convertible promissory note into common stock. On June 1, 2026, a convertible promissory note indirectly owned through Hawkeye Holdco LLC was converted into 23,064,634 shares of common stock at $0.12 per share.

After the conversion, indirect holdings reported for this position are 23,064,634 common shares and no remaining balance on the convertible promissory note. The filing notes that the securities are owned by Hawkeye Holdco LLC, where Sumichrast is the sole managing member and he disclaims beneficial ownership except to the extent of his pecuniary interest.

Insights

Equity capital markets analyst

Large note-to-equity conversion creates 23M new indirect shares.

The filing shows a conversion of a convertible promissory note into 23,064,634 shares of Hawkeye Systems common stock at a conversion price of $0.12 per share. This is reported as an indirect holding through Hawkeye Holdco LLC.

Following the transaction on June 1, 2026, the reported indirect position is 23,064,634 common shares and zero remaining note balance. The reporting person disclaims beneficial ownership beyond his pecuniary interest, so economic exposure is tied to that interest while formal ownership sits with the LLC.

Insider Trade Summary

Net Buyer: 23,064,634 shares

Net Buy 2 txns

Insider Sumichrast Martin A.

Role 10% Owner

Type	Security	Shares	Price	Value
Conversion	Convertible Promissory Note	0	$0.00	$0.00
Conversion	Common Stock	23,064,634	$0.12	$2.77M

Holdings After Transaction: Convertible Promissory Note — 0 shares (Indirect, See Footnote); Common Stock — 23,064,634 shares (Indirect, See Footnote)

Footnotes (1)

1. F1. The securities shown are owned by Hawkeye Holdco LLC, of which the Reporting Person is the sole managing member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Key Figures

Shares acquired via conversion: 23,064,634 shares Conversion price: $0.12 per share Common shares after transaction: 23,064,634 shares +1 more

4 metrics

Shares acquired via conversion 23,064,634 shares Common stock received on conversion of note on June 1, 2026

Conversion price $0.12 per share Price used to convert the convertible promissory note

Common shares after transaction 23,064,634 shares Indirect holdings reported following the conversion

Convertible note balance after 0 Convertible promissory note total shares following transaction

Key Terms

Convertible Promissory Note, derivative security, indirect ownership, conversion price

4 terms

Convertible Promissory Note financial

"security_title": "Convertible Promissory Note""

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.

derivative security financial

"transaction_code_description": "Conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

indirect ownership financial

"ownership_type": "indirect""

conversion price financial

"conversion_or_exercise_price": "0.1200""

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.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/03/2026 - 05:51 PM Accepted by SEC EDGAR 06/03/2026 - 05:50 PM Learn about SEC filing dates

FAQ

What did the Hawkeye Systems (HWKE) Form 4 filing report for Martin A. Sumichrast?

The Form 4 reports a conversion of a convertible promissory note into 23,064,634 shares of Hawkeye Systems common stock at $0.12 per share, held indirectly through Hawkeye Holdco LLC, with Sumichrast reporting this as an acquisition via derivative conversion.

How many Hawkeye Systems (HWKE) shares are held after the reported conversion?

After the conversion, the filing shows 23,064,634 shares of Hawkeye Systems common stock indirectly held for this position. These shares are reported as owned by Hawkeye Holdco LLC, with the reporting person as sole managing member and disclaiming full beneficial ownership.

What was the conversion price for the Hawkeye Systems (HWKE) convertible promissory note?

The convertible promissory note converted into Hawkeye Systems common stock at $0.12 per share. This price applies to the 23,064,634 underlying shares indicated in the filing, reflecting the terms used when the derivative security was converted into equity.

Who actually owns the Hawkeye Systems (HWKE) shares reported in this Form 4?

The filing states the securities are owned by Hawkeye Holdco LLC, with Martin A. Sumichrast as sole managing member. He disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, so ownership is attributed primarily to the LLC.

What happened to the Hawkeye Systems (HWKE) convertible promissory note after conversion?

After the transaction, the filing shows the convertible promissory note balance as 0, meaning the reported derivative position was fully converted. The underlying 23,064,634 shares of common stock now represent the indirect equity position associated with that note.

Is the Hawkeye Systems (HWKE) Form 4 transaction a buy or a sale of shares?

The Form 4 characterizes the event as a conversion of a derivative security, not an open-market buy or sale. It records an acquisition via derivative conversion, turning a convertible promissory note into common shares indirectly held through Hawkeye Holdco LLC.

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^*

Sumichrast Martin A.

(Last) (First) (Middle)

C/O HAWKEYE SYSTEMS INC.

7401 CARMEL EXECUTIVE PARK DR, SUITE 315

(Street)

CHARLOTTE NORTH CAROLINA 28226

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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

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

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

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
Common Stock	06/01/2026		C		23,064,634	A	$0.12	23,064,634	I	See Footnote(1)

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
Convertible Promissory Note	$0.12	06/01/2026	06/01/2026	C			$2,767,756	04/01/2026	04/01/2028	Common Stock	23,064,634	$0	0	I	See Footnote(1)

Explanation of Responses:

1. The securities shown are owned by Hawkeye Holdco LLC, of which the Reporting Person is the sole managing member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

	/s/ Martin Sumichrast	06/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)