Insider Trust Converts Series C Preferred into 40.1M Class A Shares

Rhea-AI Filing Summary

Alpha Modus Holdings, Inc. disclosed that on August 14, 2025 it entered into an Exchange Agreement with a family trust of its CEO, William Alessi. Under the agreement the trust exchanged 4,300,000 shares of Series C Preferred Stock (held by The Alessi 2023 Irrevocable Trust and deemed beneficially owned by Mr. Alessi) for 40,111,940 shares of Class A common stock. A Cancellation Agreement dated September 8, 2025 is referenced as Exhibit 10.1. The filing is signed by William Alessi as President and Chief Executive Officer.

Positive

• Transaction disclosed with specific share counts: The filing explicitly states the exchange of 4,300,000 Series C Preferred shares for 40,111,940 Class A common shares.
• Counterparty and signer identified: The related trust is named and the CEO, William Alessi, signed the filing, providing clear attribution.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: An insider-related exchange converted preferred shares held by the CEO's family trust into a large block of Class A common stock.

This disclosure documents a related-party transaction where The Alessi 2023 Irrevocable Trust exchanged 4,300,000 Series C Preferred shares for 40,111,940 Class A common shares. The filing explicitly identifies the trust as deemed beneficially owned by the CEO and attaches a Cancellation Agreement dated September 8, 2025. From a governance perspective, the filing provides the basic mechanics and parties to the transaction and confirms CEO signature authority; however, it does not include valuation, rationale, or the effect on shares outstanding, so material implications for ownership percentages or voting power cannot be determined from the text provided.

Securities/Compliance Analyst

TL;DR: Disclosure meets Form 8-K reporting of an exchange with an insider-related trust but lacks financial detail.

The document records the execution of an Exchange Agreement and references a Cancellation Agreement (Exhibit 10.1). It names the CEO and the trust and quantifies the exact share counts exchanged. The filing satisfies basic disclosure of a related-party share exchange under Form 8-K, but it omits explanatory detail such as consideration terms, changes to capital structure, or any board approvals. Those missing elements limit assessment of regulatory or investor impact based solely on this filing extract.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 8, 2025

ALPHA MODUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40775		86-3386030
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

20311 Chartwell Center Dr., #1469

Cornelius, NC 28031

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (704) 252-5050

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		AMOD		The Nasdaq Stock Market, LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50		AMODW		The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

The disclosure provided above in Item 1.02 below is incorporated by reference into this Item 1.01.

Item 1.02. Termination of a Material Definitive Agreement.

As disclosed in the Current Report on Form 8-K of Alpha Modus Holdings, Inc. (the “Company”) filed on August 15, 2025, on August 14, 2025, the Company entered into an exchange agreement (the “Exchange Agreement”) with a family trust of the Company’s CEO, William Alessi, pursuant to which the trust would exchange an aggregate of 4,300,000 shares of Series C Preferred Stock (held in the name of The Alessi 2023 Irrevocable Trust, which shares are deemed to be beneficially owned by Mr. Alessi as Mr. Alessi’s spouse is the trustee of the trust) for an aggregate of 40,111,940 shares of Class A common stock.

On September 8, 2025, the Company and the family trust entered into a cancellation agreement terminating the Exchange Agreement because the closing price of the Company’s Class A common stock has decreased from approximately $1.10/share on August 15, 2025, to $0.8839/share on September 5, 2025. The Company will no longer be issuing 40,111,940 shares of Class A common stock under the Exchange Agreement.

The foregoing description of the cancellation agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Cancellation Agreement, dated September 8, 2025, by and between Alpha Modus Holdings, Inc., and The Alessi 2023 Irrevocable Trust
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALPHA MODUS HOLDINGS, INC.
Date: September 8, 2025	By:	/s/ William Alessi
	Name:	William Alessi
	Title:	President and Chief Executive Officer

FAQ

What did the filing disclose about the exchange involving the CEO's family trust (INAQW)?

The filing states the family trust exchanged 4,300,000 Series C Preferred Stock for 40,111,940 shares of Class A common stock.

Who is identified as signing the 8-K?

The filing is signed by William Alessi, named as President and Chief Executive Officer.

Is there an exhibit related to the exchange?

Yes, the filing references a Cancellation Agreement dated September 8, 2025 as Exhibit 10.1.

Does the document state the trust's relationship to the CEO?

Yes, the Series C Preferred shares are held in the name of The Alessi 2023 Irrevocable Trust and are deemed beneficially owned by Mr. Alessi because his spouse is the trustee.