Ionic Digital's Mark Lambourne earns 46,717 stock units

The earned PRSUs are scheduled to vest on March 25, 2027, subject to continued employment and the award terms, as amended.

Rhea-AI Filing Summary

Ionic Digital Inc. reported that Chief Development Officer Mark Lambourne earned 46,717 performance-vesting restricted stock units (PRSUs) after the compensation committee certified achievement of the $2.5 billion threshold, based on the average daily weighted stock price and the award agreement’s valuation methodology. The PRSUs are scheduled to vest on March 25, 2027, subject to continued employment and the award terms, as amended. The transaction row reports 93,435 shares held directly following the transaction; separately, 93,436 PRSUs remain outstanding and may be earned upon achievement of the applicable performance conditions.

Insider Trade Summary

Grant/Award: 46,717 shares

Grant/Award 1 txn

Insider Lambourne Mark

Role Chief Development Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A common stock, par value $0.00001 per share F1, F2, F3	46,717	$0.00	$0.00

Holdings After Transaction: Class A common stock, par value $0.00001 per share — 93,435 shares (Direct)

Footnotes (3)

1. F1. Consists of performance-vesting restricted stock units (the "PRSUs") under the Ionic Digital Inc. Omnibus Incentive Plan. Each PRSU represents a contingent right to receive one share of Class A common stock of the Issuer.
2. F2. 140,153 PRSUs were granted in 2026 and may vest based on the average daily weighted stock price of the Company's Class A common stock over a 60-calendar-day period ("AWDSP") reaching certain thresholds, provided that the reporting person remains employed through the date of the achievement of the applicable threshold and for 6 months afterward (or, alternatively, under a "change of control" at certain valuation thresholds, provided that the reporting person remains employed through the date of the change in control).
3. F3. On September 29, 2026, the compensation committee of the Issuer's board of directors certified that, based on the AWDSP and the valuation methodology set forth in the PRSU award agreement, the $2.5 billion threshold had been achieved, resulting in 46,717 of these PRSUs being earned; these PRSUs are scheduled to vest on March 25, 2027, subject to the reporting person's continued employment with the Issuer and the terms of the award, as amended. The remaining 93,436 PRSUs remain outstanding and may be earned upon achievement of the applicable performance conditions.

Key Figures

PRSUs earned: 46,717 PRSUs Performance threshold: $2.5 billion Direct shares following transaction: 93,435 shares +4 more

7 metrics

PRSUs earned 46,717 PRSUs Following certification that the performance threshold was achieved

Performance threshold $2.5 billion Award-agreement valuation threshold certified as achieved

Direct shares following transaction 93,435 shares Reported position following the transaction

Remaining PRSUs 93,436 PRSUs Outstanding and may be earned upon achievement of applicable performance conditions

PRSUs granted 140,153 PRSUs Granted in 2026

Performance measurement period 60 calendar days Average daily weighted stock price measurement period

Continued employment condition 6 months Required after achievement of the applicable threshold

Key Terms

performance-vesting restricted stock units, average daily weighted stock price, AWDSP, change of control

4 terms

performance-vesting restricted stock units financial

"Consists of performance-vesting restricted stock units"

Performance-vesting restricted stock units are a form of employee pay where future company shares are granted only if the business meets specific targets, such as revenue, profit, or stock-price goals. Think of them as a bonus you earn only when certain milestones are hit; for investors they matter because they can increase the number of shares outstanding if goals are met and they reveal how management is being motivated to hit particular financial or operational objectives.

average daily weighted stock price financial

"based on the average daily weighted stock price"

AWDSP financial

"average daily weighted stock price of the Company's Class A common stock"

change of control technical

"under a "change of control" at certain valuation thresholds"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many PRSUs did IOND Chief Development Officer Mark Lambourne earn?

Mark Lambourne earned 46,717 PRSUs after the compensation committee certified that the $2.5 billion threshold had been achieved based on the average daily weighted stock price and the award-agreement valuation methodology. The units are scheduled to vest March 25, 2027, subject to continued employment and the award terms, as amended.

What performance and employment conditions apply to IOND's PRSUs?

The 140,153 PRSUs granted in 2026 may vest based on the average daily weighted stock price of Class A common stock over a 60-calendar-day period reaching applicable thresholds. The reporting person must remain employed through achievement and for 6 months afterward. Alternatively, vesting may occur under a change of control at certain valuation thresholds, subject to continued employment through that event.

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

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Available on EDGAR 10/01/2026 - 04:12 PM Accepted by SEC EDGAR 10/01/2026 - 04:11 PM Learn about SEC filing dates

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^*

Lambourne Mark

(Last) (First) (Middle)

C/O IONIC DIGITAL INC, 650 MASSACHUSETTS

AVENUE NW, 6TH FLOOR

(Street)

WASHINGTON DISTRICT OF COLUMBIA 20001

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Ionic Digital Inc. [ IOND ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2026

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
Class A common stock, par value $0.00001 per share	09/29/2026		A		46,717(1)(2)(3)	A	$0	93,435	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

Explanation of Responses:

1. Consists of performance-vesting restricted stock units (the "PRSUs") under the Ionic Digital Inc. Omnibus Incentive Plan. Each PRSU represents a contingent right to receive one share of Class A common stock of the Issuer.

2. 140,153 PRSUs were granted in 2026 and may vest based on the average daily weighted stock price of the Company's Class A common stock over a 60-calendar-day period ("AWDSP") reaching certain thresholds, provided that the reporting person remains employed through the date of the achievement of the applicable threshold and for 6 months afterward (or, alternatively, under a "change of control" at certain valuation thresholds, provided that the reporting person remains employed through the date of the change in control).

3. On September 29, 2026, the compensation committee of the Issuer's board of directors certified that, based on the AWDSP and the valuation methodology set forth in the PRSU award agreement, the $2.5 billion threshold had been achieved, resulting in 46,717 of these PRSUs being earned; these PRSUs are scheduled to vest on March 25, 2027, subject to the reporting person's continued employment with the Issuer and the terms of the award, as amended. The remaining 93,436 PRSUs remain outstanding and may be earned upon achievement of the applicable performance conditions.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Richard Carson, as attorney-in-fact for Mark Lambourne	10/01/2026
	** 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)