Note conversion gives Hawkeye Systems (HWKE) holder 23M shares

Rhea-AI Filing Summary

Hawkeye HoldCo LLC, a 10% owner of Hawkeye Systems, Inc., converted a Convertible Promissory Note into 23,064,634 shares of common stock at $0.12 per share. This non-cash transaction reflects a derivative conversion rather than an open-market purchase or sale.

After the conversion, Hawkeye HoldCo LLC directly holds 23,064,634 common shares, and the related convertible note position is reduced to zero.

Insider Trade Summary

0 shares exercised/converted

Mixed 2 txns

Insider Hawkeye HoldCo LLC

Role null

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

Holdings After Transaction: Convertible Promissory Note — 0 shares (Direct, null); Common Stock — 23,064,634 shares (Direct, null)

Footnotes (1)

Key Figures

Shares received on conversion: 23,064,634 shares Conversion price: $0.12 per share Shares held after transaction: 23,064,634 shares +3 more

6 metrics

Shares received on conversion 23,064,634 shares Common stock issued on derivative conversion

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

Shares held after transaction 23,064,634 shares Total common stock directly owned post-conversion

Underlying shares on note 23,064,634 shares Common stock underlying the Convertible Promissory Note

Exercise date 2026-04-01 Exercise date for the Convertible Promissory Note

Expiration date 2028-04-01 Expiration date for the Convertible Promissory Note

Key Terms

Convertible Promissory Note, Conversion of derivative security, Common Stock

3 terms

Convertible Promissory Note financial

"The security converted was a Convertible Promissory Note into common stock."

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 of derivative security financial

"The transaction is described as a Conversion of derivative security."

Common Stock financial

"The reporting person received 23,064,634 shares of Common Stock."

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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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^*

Hawkeye HoldCo LLC

(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	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
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	D

Explanation of Responses:

	/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)

FAQ

What insider transaction did Hawkeye HoldCo LLC report for HWKE?

Hawkeye HoldCo LLC reported converting a Convertible Promissory Note into 23,064,634 shares of Hawkeye Systems common stock at $0.12 per share. The filing classifies this as a conversion of a derivative security, not an open-market trade.

How many Hawkeye Systems (HWKE) shares does Hawkeye HoldCo LLC hold after the conversion?

Following the reported transaction, Hawkeye HoldCo LLC directly holds 23,064,634 shares of Hawkeye Systems common stock. This reflects the full amount received from converting the associated Convertible Promissory Note into equity at the stated conversion price.

Was the HWKE insider transaction a market buy or sell of shares?

The HWKE insider activity was a conversion, not a market buy or sell. Hawkeye HoldCo LLC exchanged a Convertible Promissory Note for common stock, classified as a conversion of a derivative security, with no open-market purchase or sale reported.

What was the conversion price for Hawkeye Systems (HWKE) shares in this Form 4?

The Convertible Promissory Note converted into Hawkeye Systems common stock at a price of $0.12 per share. This fixed conversion price determined how many HWKE shares Hawkeye HoldCo LLC received when the derivative security was converted.

What happened to the Convertible Promissory Note reported for HWKE?

The Convertible Promissory Note was fully converted into common stock. After conversion, the derivative position shows 0.0000 remaining, while the underlying security reflects 23,064,634 common shares issued to Hawkeye HoldCo LLC in exchange.