Form 4: Nanani Rohit reports multiple insider transactions in IRAB

Rhea-AI Filing Summary

Nanani Rohit 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.

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

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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^*

Nanani Rohit

(Last) (First) (Middle)

OT 09-31, CPT DIFC,

P.O.B. 941641

(Street)

DUBAI C0

(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)

X	Director		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	I	See Footnote(1)

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	I	See Footnote(2)(3)
Warrants to purchase Class A ordinary shares	$11.5	02/04/2026		P		125,500		(4)	(4)	Class A ordinary Shares	125,500	(4)	125,500	I	See Footnote(4)

Explanation of Responses:

1. Reflects the 251,000 private units purchased by Iris Acquisition Holdings II LLC, the Issuer's sponsor (the "Sponsor") pursuant to the Private Placement Units Purchase Agreement dated February 4, 2026 entered into between the Sponsor and 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. Rohit Nanani has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Nanani disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.

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 , 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 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. Mr. Nanani has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Nanani disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.

4. 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. Mr. Nanani has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Nanani disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.

	/s/ Rohit Nanani	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Iris Acquisition Corp (IRAB) report for Rohit Nanani?

Iris Acquisition Corp reported that director Rohit Nanani, through sponsor Iris Acquisition Holdings II LLC, oversaw purchases of 251,000 private units and 125,500 warrants and a forfeiture of 133,333 Class B shares. He has voting control over the sponsor but disclaims full beneficial ownership.

How many private units tied to Iris Acquisition Corp (IRAB) were purchased and at what price?

The sponsor purchased 251,000 private units at $10.00 per unit, totaling $2,510,000. Each unit includes one Class A ordinary share and one-half warrant, with each whole warrant exercisable for one Class A share at $11.50 per share, subject to adjustment.

What happened to the Class B founder shares in this Iris Acquisition Corp (IRAB) Form 4?

The sponsor initially bought 5,750,000 Class B shares, of which 133,333 were forfeited back to the issuer after partial exercise of the underwriters’ over-allotment option. Following this disposition, the sponsor beneficially owns 5,616,667 Class B ordinary shares linked to Iris Acquisition Corp.

How are the Class B shares of Iris Acquisition Corp (IRAB) expected to convert?

The Class B ordinary shares convert into Class A ordinary shares on a one-for-one basis. Conversion occurs concurrently with or immediately following completion of Iris Acquisition Corp’s initial business combination, or earlier at the holders’ option, subject to specified adjustment provisions and with no stated expiration date.

When can the Iris Acquisition Corp (IRAB) private placement warrants be exercised and when do they expire?

The warrants included in the private units become exercisable 30 days after completion of Iris Acquisition Corp’s initial business combination. They expire five years after that business combination is completed, or earlier if redeemed or upon the issuer’s liquidation, according to the Form 4 footnotes.

Does Rohit Nanani directly own the Iris Acquisition Corp (IRAB) securities reported on this Form 4?

The securities are held by Iris Acquisition Holdings II LLC, the sponsor. Nanani has voting and dispositive power through control of the sponsor’s managing member but disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest in the sponsor’s holdings.