Form 4: Iris Acquisition Holdings reports multiple insider transactions in IRAB

Rhea-AI Filing Summary

Iris Acquisition Holdings II LLC reported multiple insider transaction types in a Form 4 filing for IRAB. The filing lists transactions totaling 509,833 shares. Following the reported transactions, holdings were 5,616,667 shares.

Insider Trade Summary

3 transactions reported

Net Buy 3 txns

Insider Iris Acquisition Holdings II LLC

Role 10% Owner

Bought 376,500 shs ($0.00)

Type	Security	Shares	Price	Value
Disposition	Class B Ordinary Shares	133,333	$0.00	--
Purchase	Warrants to purchase Class A ordinary shares	125,500	$0.00	--
Purchase	Class A ordinary shares	251,000	$0.00	--

Holdings After Transaction: Class B Ordinary Shares — 5,616,667 shares (Direct); Warrants to purchase Class A ordinary shares — 125,500 shares (Direct); Class A ordinary shares — 251,000 shares (Direct)

Footnotes (1)

1. Reflects the 251,000 private units purchased by Iris Acquisition Holdings II LLC, the Issuer's sponsor ("Sponsor") pursuant to the Private Placement Units Purchase Agreement dated February 4, 2026 entered into with the Issuer. Each private unit consists of one Class A ordinary share and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The private units were purchased at $10.00 per unit for an aggregate purchase price of $2,510,000. On July 15, 2025, the Sponsor purchased 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the "Class B Ordinary Shares") from the Issuer for an aggregate purchase price of $25,000 as pursuant to a Securities Subscription Agreement (the, of which up to 750,000 of the Class B Ordinary Shares were subject to forfeiture depending on the extent to which the Issuer's underwriters' over-allotment option was exercised during the Issuer's initial public offering. The underwriters' over-allotment option was partially exercised on February 4, 2026 and therefore 133,333 Class B Ordinary shares of the Sponsor were forfeited. The Class B Ordinary Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to adjustments. The Class B Ordinary Shares have no expiration date. The warrants included in the private units will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation.

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^*

Iris Acquisition Holdings II LLC

(Last) (First) (Middle)

OT 09-31, CPT DIFC,

P.O.B. 941641

(Street)

DUBAI C0 00000

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Iris Acquisition Corp II [ IRAB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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

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

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

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 ordinary shares	02/04/2026		P(1)		251,000	A	(1)	251,000	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
Class B Ordinary Shares	(2)	02/04/2026		D			133,333	(2)	(2)	Class A Ordinary Shares	133,333	(2)	5,616,667	D
Warrants to purchase Class A ordinary shares	$11.5	02/04/2026		P		125,500		(3)	(3)	Class A ordinary Shares	125,500	(3)	125,500	D

Explanation of Responses:

1. Reflects the 251,000 private units purchased by Iris Acquisition Holdings II LLC, the Issuer's sponsor ("Sponsor") pursuant to the Private Placement Units Purchase Agreement dated February 4, 2026 entered into with the Issuer. Each private unit consists of one Class A ordinary share and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The private units were purchased at $10.00 per unit for an aggregate purchase price of $2,510,000.

2. On July 15, 2025, the Sponsor purchased 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the "Class B Ordinary Shares") from the Issuer for an aggregate purchase price of $25,000 as pursuant to a Securities Subscription Agreement (the, of which up to 750,000 of the Class B Ordinary Shares were subject to forfeiture depending on the extent to which the Issuer's underwriters' over-allotment option was exercised during the Issuer's initial public offering. The underwriters' over-allotment option was partially exercised on February 4, 2026 and therefore 133,333 Class B Ordinary shares of the Sponsor were forfeited. The Class B Ordinary Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to adjustments. The Class B Ordinary Shares have no expiration date.

3. The warrants included in the private units will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation.

	Signed by the Managing Member of Iris Acquisition Holdings II LLC /s/ Sumit Mehta on behalf of Aureum Partners Ltd.	02/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Iris Acquisition Holdings II LLC report for IRAB?

Iris Acquisition Holdings II LLC reported buying 251,000 private units and related 125,500 warrants, and forfeiting 133,333 Class B ordinary shares. These moves reflect sponsor funding of Iris Acquisition Corp and an automatic adjustment tied to the IPO over-allotment option mechanics.

How many Class A ordinary shares did the IRAB sponsor acquire in this Form 4 filing?

The sponsor acquired 251,000 Class A ordinary shares through private units. Each private unit contains one Class A share and one-half warrant, purchased at $10.00 per unit, for a total cash outlay of $2,510,000 supporting Iris Acquisition Corp’s capital structure.

What happened to the Class B founder shares in the Iris Acquisition Corp (IRAB) filing?

The sponsor forfeited 133,333 Class B ordinary shares back to the issuer. This forfeiture occurred because underwriters only partially exercised the IPO over-allotment option, reducing the original 5,750,000 Class B shares while leaving the remainder outstanding under the agreed terms.

How are Iris Acquisition Corp (IRAB) Class B shares treated in relation to Class A shares?

Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis at, or immediately after, the initial business combination. Holders may also convert earlier at their option, with the conversion terms subject to specified adjustments noted in the disclosure.

What are the terms of the warrants acquired by the IRAB sponsor in the private units?

Each whole warrant from the private units allows purchase of one Class A ordinary share at $11.50 per share. These warrants become exercisable 30 days after completion of the initial business combination and expire five years later, or earlier upon redemption or the company’s liquidation.

How much cash did Iris Acquisition Holdings II LLC commit in the private placement for IRAB?

The sponsor committed $2,510,000 through the purchase of 251,000 private units at $10.00 per unit. Each unit includes one Class A ordinary share and one-half warrant, providing both immediate equity and potential future share purchases via the attached warrants.