Jewett-Cameron (JCTC) director tied to options on 738,534 shares in fund deal
Rhea-AI Filing Summary
Jewett-Cameron Trading Co. Ltd. director and 10% owner Scott Kotarba reported new equity interests. He received an award of 100 shares of common stock upon joining the board, fully vested and to be distributed over four quarters. Separately, Kotarba Partners Fund I, LP, an entity for which he serves as managing member of the general partner, entered into a Purchase and Sale Agreement with The Oregon Community Foundation that includes an obligation to buy 176,006 shares at $1.85 per share by an initial closing and a purchase option over an additional 562,528 shares exercisable through March 31, 2028 at a price equal to 85% of the 30-day Nasdaq VWAP, subject to a minimum of $1.85 and maximum of $4.00 per share. The filing states these securities are held of record by The Oregon Community Foundation until closing, and Kotarba disclaims beneficial ownership except to the extent of his pecuniary interest.
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Insights
Analyzing...
Insider Trade Summary
Net Buyer: 100 shares
Net Buy
4 txns
Insider
Kotarba Scott
Role
Director, 10% Owner
Bought
738,534 shs
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock F1 | 100 | $0.00 | $0.00 |
| Purchase | Obligation to Buy (Initial Purchase) F2, F6, F3 | 176,006 | $1.85 | $326K |
| Purchase | Purchase Option (right to buy) F4, F6, F3 | 176,006 | $1.85 | $326K |
| Purchase | Purchase Option (right to buy) F4, F5, F6, F3 | 386,522 | -- | -- |
Holdings After Transaction:
Obligation to Buy (Initial Purchase) — 176,006 shares (Indirect, By Kotarba Partners Fund I, LP);
Purchase Option (right to buy) — 1,090,546 shares (Indirect, By Kotarba Partners Fund I, LP);
Common Stock — 100 shares (Direct)
Footnotes (6)
- F1. Represents and award of 100 shares of common stock granted to the Reporting Person upon his election to the Issuer's Board of Directors on August 10, 2026, pursuant to the Issuer's Directors Compensation Policy and the Issuer's 2024 Restricted Share Plan. The shares were fully vested upon grant and will be distributed to the Reporting Person 25 shares per quarter.
- F2. Represents the obligation of Kotarba Partners Fund I, LP to purchase 176,006 shares of common stock at a price of $1.85 per share at the Initial Closing under the Purchase and Sale Agreement described in footnote (3). The Initial Closing had not occurred as of the date of the event reported on this Form, and no Reporting Person held voting or dispositive power over such shares as of such date. The expiration date reported above is September 30, 2026, which is the date on which the Purchase and Sale Agreement terminates if the Initial Closing has not occurred by such date. That date may be extended by mutual written consent of Kotarba Partners Fund I, LP and The Oregon Community Foundation.
- F3. The securities underlying the derivative securities reported herein are held of record by The Oregon Community Foundation, as seller, and will be held of record by Kotarba Partners Fund I, LP upon the closing of the applicable purchase. Kotarba Partners & Co, LLC is the general partner of Kotarba Partners Fund I, LP, and the Reporting Person is the Managing Member of Kotarba Partners & Co, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F4. The Purchase Option was acquired pursuant to a Purchase and Sale Agreement dated August 6, 2026 between The Oregon Community Foundation, as seller, and Kotarba Partners Fund I, LP, as buyer. The Purchase Option is exercisable in whole or in part from time to time by written notice through March 31, 2028, with each closing to occur no later than ten business days following the date of the exercise notice. Each exercise of the Purchase Option must cover at least 50,000 shares, or all remaining shares if fewer than 50,000 remain available for purchase.
- F5. The exercise price is equal to eighty-five percent (85%) of the volume weighted average price of the Issuer's common stock as traded and reported on Nasdaq for the thirty (30) consecutive trading days ending on the last business day immediately prior to the applicable closing date, subject to a minimum purchase price of $1.85 per share and a maximum purchase price of $4.00 per share.
- F6. In the event the Issuer effects a stock split, reverse stock split, stock dividend, subdivision, combination, recapitalization, reclassification or similar event affecting its common stock, the number of shares subject to the Initial Purchase and the Purchase Option and each purchase price, including the minimum and maximum prices referenced in footnote (4), are subject to proportionate and equitable adjustment.
Key Figures
Board share award: 100 shares of common stock
Initial Purchase obligation: 176,006 shares at $1.85 per share
Purchase Option tranche 1: 176,006 shares
+5 more
8 metrics
Board share award
100 shares of common stock
Award upon election to the board on August 10, 2026
Initial Purchase obligation
176,006 shares at $1.85 per share
Obligation of Kotarba Partners Fund I, LP under Purchase and Sale Agreement
Purchase Option tranche 1
176,006 shares
Purchase Option exercisable through March 31, 2028
Purchase Option tranche 2
386,522 shares
Additional Purchase Option capacity exercisable through March 31, 2028
VWAP discount rate
85%
Exercise price set at 85% of 30-day Nasdaq VWAP
Exercise price floor
$1.85 per share
Minimum price under the Purchase Option
Exercise price cap
$4.00 per share
Maximum price under the Purchase Option
Minimum option exercise size
50,000 shares
Each Purchase Option exercise must cover at least 50,000 shares
Key Terms
Purchase and Sale Agreement, Purchase Option, volume weighted average price, pecuniary interest, +1 more
5 terms
Purchase and Sale Agreement financial
"The Purchase Option was acquired pursuant to a Purchase and Sale Agreement dated August 6, 2026"
A purchase and sale agreement is a legally binding contract that spells out exactly what is being bought or sold, the price, who must do what, the timeline, and any conditions that must be met before the deal closes — like a detailed recipe and checklist for a transaction. Investors care because this document determines when ownership or assets change hands, what risks or obligations remain, and which conditions (financing, approvals, inspections) could delay, alter, or void the deal and therefore affect a company’s value and stock price.
Purchase Option financial
"The Purchase Option is exercisable in whole or in part from time to time"
A purchase option is a contractual right that lets one party buy an asset, property, or securities at a pre‑agreed price during a specified period. For investors it matters because it provides the chance to lock in the right to acquire something later without committing now—like reserving the option to buy a house at today’s price—so you can benefit if value rises while limiting immediate exposure.
volume weighted average price financial
"The exercise price is equal to eighty-five percent (85%) of the volume weighted average price"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein"
beneficial ownership financial
"the filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did JCTC director Scott Kotarba report?
Scott Kotarba reported a 100-share common stock award for board service and indirect interests in agreements for up to 738,534 shares via Kotarba Partners Fund I, LP under a Purchase and Sale Agreement with The Oregon Community Foundation.
What are the terms of the Purchase Option disclosed for JCTC?
The Purchase Option covers up to 562,528 shares of JCTC common stock, exercisable through March 31, 2028. Each exercise must cover at least 50,000 shares (or the remaining balance), with closings occurring within ten business days of exercise notices.
How is the JCTC Purchase Option exercise price determined?
The exercise price equals 85% of the 30-day Nasdaq VWAP for JCTC common stock, with a minimum of $1.85 and a maximum of $4.00 per share. These parameters apply to each closing under the Purchase Option, subject to adjustment for stock splits or similar events.
Is the JCTC Form 4 activity under a Rule 10b5-1 trading plan?
No. The Form 4 indicates the Rule 10b5-1 checkbox is not selected, and the footnotes do not reference any trading plan. The reported transactions arise from a negotiated Purchase and Sale Agreement with The Oregon Community Foundation.