Ionic Digital’s Richard M. Carson earns 46,545 stock units

The award's performance test uses average daily weighted stock price over a 60-calendar-day period.

Rhea-AI Filing Summary

Richard M. Carson, Ionic Digital Inc.’s General Counsel, acquired 46,545 performance-vesting restricted stock units (PRSUs) after the compensation committee certified that the $2.5 billion average daily weighted stock price threshold had been achieved on September 29, 2026. The units are scheduled to vest on March 25, 2027, subject to continued employment and the award terms. His reported share position following the transaction was 93,090 shares; separately, 93,091 PRSUs remain outstanding and may be earned if performance conditions are met.

Insider Trade Summary

Grant/Award: 46,545 shares

Grant/Award 1 txn

Insider CARSON RICHARD M

Role General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Class A common stock, par value $0.00001 per share F1, F2, F3	46,545	$0.00	$0.00

Holdings After Transaction: Class A common stock, par value $0.00001 per share — 93,090 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. 139,636 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 46,545 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 93,091 PRSUs remain outstanding and may be earned upon achievement of the applicable performance conditions.

Key Figures

PRSUs earned: 46,545 PRSUs AWDSP threshold: $2.5 billion Reported shares following transaction: 93,090 shares +4 more

7 metrics

PRSUs earned 46,545 PRSUs Certified earned September 29, 2026

AWDSP threshold $2.5 billion Threshold certified as achieved September 29, 2026

Reported shares following transaction 93,090 shares Direct share position following the transaction

Remaining PRSUs 93,091 PRSUs Remain outstanding and may be earned upon achievement of applicable performance conditions

PRSUs granted 139,636 PRSUs Granted in 2026

Performance measurement period 60-calendar-day period Average daily weighted stock price measurement

Scheduled vesting date March 25, 2027 Applies to the 46,545 earned PRSUs, subject to continued employment and award terms

Key Terms

performance-vesting restricted stock units, average daily weighted stock price, Omnibus Incentive Plan, 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

"average daily weighted stock price ... over a 60-calendar-day period"

Omnibus Incentive Plan financial

"under the Ionic Digital Inc. Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

change of control financial

"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 IOND PRSUs did Ionic Digital's General Counsel earn?

Richard M. Carson earned 46,545 PRSUs after the compensation committee certified that the $2.5 billion average daily weighted stock price threshold had been achieved on September 29, 2026.

When are the earned IOND PRSUs scheduled to vest?

The 46,545 earned PRSUs are scheduled to vest on March 25, 2027, subject to Richard M. Carson's continued employment with Ionic Digital and the terms of the award, as amended.

What performance conditions apply to IOND's PRSUs?

The 139,636 PRSUs granted in 2026 may vest based on the average daily weighted stock price over a 60-calendar-day period reaching specified thresholds. The terms require continued employment through the threshold date and for six months afterward; a change of control at certain valuation thresholds is an alternative, 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 - 04:12 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^*

CARSON RICHARD M

(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)
	General Counsel

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		46,545(1)(2)(3)	A	$0	93,090	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. 139,636 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 46,545 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 93,091 PRSUs remain outstanding and may be earned upon achievement of the applicable performance conditions.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Richard Carson	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)