Vinod Khosla (LNZA) entity converts preferred, gains 7.8M-share warrant

Rhea-AI Filing Summary

LanzaTech Global insider Vinod Khosla reported a major conversion of preferred stock into common shares and the issuance of a large warrant position. On January 21, 2026, 20,000,000 shares of Series A Convertible Senior Preferred Stock, originally purchased for $40,000,000, were automatically converted into 3,250,322 shares of common stock under the company’s Second Amended & Restated Certificate of Designation, reflecting a prior 1-for-100 reverse stock split.

Following this conversion, Khosla directly held 3,678,998 shares of LanzaTech common stock. In addition, an entity owned or controlled by him received a warrant to purchase 7,800,000 shares of common stock at an exercise price of $0.0000001 per share, exercisable until December 31, 2026 and subject to automatic cashless exercise at expiration. The warrant and certain other securities are held by that entity, with Khosla disclaiming beneficial ownership beyond his economic interest.

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^*

KHOSLA VINOD

(Last) (First) (Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(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		C		3,250,322	A	(1)	3,678,998	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
Series A Convertible Senior Preferred Stock	(2)	01/21/2026		C			20,000,000	(2)	(2)	Common Stock	3,250,322	(2)	0	I	See footnote(3)
Warrant Shares	(4)	01/21/2026		P		7,800,000		(4)	(4)	Common Stock	7,800,000	(4)	7,800,000	I	See footnote(3)

Explanation of Responses:

1. Represents shares of common stock of the Issuer following the conversion of 20,000,000 shares of the Issuer's preferred stock designated as "Series A Convertible Senior Preferred Stock," par value of $0.0001 per share ("Preferred Stock"). Pursuant to the Second Amended & Restated Certificate of Designation of Series A Preferred Stock of LanzaTech Global, Inc. (the "Second A&R COD"), these shares of Preferred Stock were automatically converted into the aggregate of 3,250,322 fully paid and non-assessable shares of the Issuer's common stock, par value $0.0000001 (the "Common Stock") on January 21, 2026. This further reflects the effect of a 1-for-100 reverse stock split implemented by the Company on August 18, 2025.

2. Represents 20,000,000 shares of the Issuer's Preferred Stock, purchased for an aggregate purchase price of $40,000,000. These shares of Preferred Stock were automatically converted into the aggregate of 3,250,322 shares of the Issuer's Common Stock pursuant to the Second A&R COD on January 21, 2026.

3. Consists of securities held of record by an entity owned or controlled by the Reporting Person. The Reporting Person may be deemed to possess voting and investment control over such securities held by such entities, and the Reporting Person may be deemed to have indirect beneficial ownership of such securities held by such entity. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

4. Reflects the issuance of a warrant (the "Warrant") to purchase 7,800,000 shares of Common Stock at an exercise price equal to $0.0000001 per share (the "Warrant Shares"), which is exercisable at any time prior to 5:00 p.m. New York City time on December 31, 2026 (the "Expiration Time") and will be automatically exercised on a cashless, net-exercise basis immediately prior to the Expiration Time. The Warrant was issued pursuant to that certain Series A Convertible Senior Preferred Stock Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") entered into between the Company and LanzaTech Global SPV, LLC on May 7, 2025.

	/s/ John J. Demeter, as attorney in fact for Vinod Khosla	01/29/2026
	** 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 Vinod Khosla report in LanzaTech Global (LNZA)?

Vinod Khosla reported the automatic conversion of 20,000,000 shares of Series A Convertible Senior Preferred Stock into 3,250,322 LanzaTech common shares. This occurred on January 21, 2026 under the company’s amended preferred stock terms, following a prior 1-for-100 reverse stock split.

How many LanzaTech (LNZA) common shares does Vinod Khosla own after this Form 4?

After the reported transactions, Vinod Khosla directly owned 3,678,998 shares of LanzaTech common stock. This total includes 3,250,322 new shares issued upon conversion of Series A preferred stock into common shares on January 21, 2026 under the company’s Second Amended & Restated Certificate of Designation.

What preferred stock conversion is disclosed for LanzaTech Global (LNZA)?

The filing shows 20,000,000 shares of LanzaTech’s Series A Convertible Senior Preferred Stock converting into 3,250,322 common shares. These preferred shares were originally purchased for an aggregate price of $40,000,000 and converted automatically on January 21, 2026 under the amended preferred stock designation.

What warrant position related to LanzaTech (LNZA) is reported in this Form 4?

An entity owned or controlled by Vinod Khosla received a warrant to purchase 7,800,000 LanzaTech common shares at an exercise price of $0.0000001 per share. The warrant is exercisable until December 31, 2026 and will be automatically exercised on a cashless, net-exercise basis immediately before expiration.

How are the indirectly held LanzaTech (LNZA) securities attributed to Vinod Khosla?

Certain securities are held of record by an entity owned or controlled by Vinod Khosla. He may be deemed to have voting and investment control and indirect beneficial ownership, but explicitly disclaims beneficial ownership beyond his pecuniary interest, limiting the characterization of these holdings for Section 16 purposes.

What key dates are associated with Vinod Khosla’s LanzaTech (LNZA) Form 4?

The earliest transaction date is January 21, 2026, when the Series A preferred stock automatically converted into 3,250,322 common shares and the warrant transaction was reported. The warrant remains exercisable until 5:00 p.m. New York City time on December 31, 2026, when it will auto-exercise.