New Zealand Super Fund (LNZA) adds 969,858 LanzaTech shares in PIPE deal

Rhea-AI Filing Summary

Guardians of New Zealand Superannuation, as manager of the New Zealand Superannuation Fund, reported a net purchase of 969,858 shares of LanzaTech Global, Inc. common stock. The transaction was a private placement PIPE investment under a subscription agreement dated January 21, 2026.

Under this agreement, the fund subscribed to and was issued 860,000 shares at a purchase price of $5.00 per share and received an additional 109,858 bonus shares. A prior 1-for-100 reverse stock split on August 18, 2025 had reduced its holdings from 33,263,337 shares to 332,634 shares before this PIPE investment.

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^*

Guardians of New Zealand Superannuation

(Last) (First) (Middle)

PO BOX 106 607

(Street)

AUCKLAND Q2 1143

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LanzaTech Global, Inc. [ LNZA ]

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)
01/21/2026

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
Common Stock	01/21/2026		P		860,000(1)	A	$5(1)	1,192,634(1)(2)	D
Common Stock	01/21/2026		P		109,858(1)	A	$0(1)	1,302,492(1)(2)	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. The shares were issued to the Guardians of New Zealand Superannuation as manager and administrator of the New Zealand Superannuation Fund, being property of His Majesty the King in right of New Zealand, in a private placement (the "PIPE Investment") pursuant to that certain subscription agreement, dated January 21, 2026 (the "Subscription Agreement"), by and between the Issuer and the reporting person. Pursuant to the PIPE Investment, the reporting person subscribed to and was issued 860,000 shares of common stock at a per share purchase price of $5.00 and was also issued 109,858 bonus shares under the terms of the Subscription Agreement.

2. On August 18, 2025, the issuer effected a 1-for-100 reverse stock split of all issued and outstanding shares of the issuer's common stock, resulting in the reporting person's ownership of common stock being reduced from 33,263,337 shares to 332,634 shares prior to the PIPE Investment.

	/s/ Sarah Gold, Authorized Signatory	02/18/2026
	** 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 transaction did Guardians of New Zealand Superannuation report for LNZA?

Guardians of New Zealand Superannuation reported buying 969,858 LanzaTech Global common shares. The purchase occurred through a private placement PIPE investment, combining 860,000 paid shares at $5.00 each and 109,858 bonus shares issued under a subscription agreement dated January 21, 2026.

How many LanzaTech (LNZA) shares were bought and at what price?

The fund acquired 860,000 LanzaTech shares at $5.00 per share and received 109,858 additional bonus shares. In total, 969,858 common shares were reported as acquired, reflecting both the cash purchase component and the bonus shares under the subscription agreement.

What is the PIPE investment mentioned in the LanzaTech LNZA Form 4?

The PIPE investment is a private placement where the New Zealand Superannuation Fund obtained LanzaTech shares under a subscription agreement. It involved subscribing for 860,000 shares at $5.00 per share and receiving 109,858 bonus shares issued pursuant to that same agreement on January 21, 2026.

How did LanzaTech’s reverse stock split affect this LNZA insider holder?

LanzaTech’s 1-for-100 reverse stock split on August 18, 2025 reduced the fund’s common stock holdings from 33,263,337 shares to 332,634 shares. This adjustment occurred before the later PIPE investment that added 969,858 shares through the January 21, 2026 transactions.

Who owns the LanzaTech shares reported in this LNZA Form 4?

The shares are owned by the New Zealand Superannuation Fund, managed and administered by Guardians of New Zealand Superannuation. The filing explains that the shares are property of His Majesty the King in right of New Zealand, reflecting the fund’s sovereign ownership structure.

What was the total share count after the reported LNZA transactions?

After the reported transactions, one line shows 1,192,634 shares and another shows 1,302,492 shares of LanzaTech common stock. These figures reflect sequential updates to the holding as the 860,000 purchased shares and 109,858 bonus shares were recorded in the Form 4 transactions.