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  4. [Form 4] Mill City Ventures III, Ltd. Insider Trading Activity

Mill City Ventures III issues multi-tranche warrants to CFO per Form 4

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Mill City Ventures III, Ltd. (MCVT) – Form 4 discloses that Director and Chief Financial Officer Joseph A. Geraci II received a multi-tranche equity award on 31 Jul 2025.

  • Derivative securities granted: three tranches of common-stock purchase warrants covering a total of 622,694 shares.
  • Exercise prices: $5.42 for 311,347 warrants; $6.504 for 207,565 warrants; $7.046 for 103,782 warrants.
  • Term: Warrants are exercisable for five years and expire on 31 Jul 2030.
  • Vesting: 25 % vests every six months starting six months after grant (full vest in 24 months); vesting accelerates upon termination without cause or resignation for good reason.
  • Ownership status: Transaction code “A” (award) indicates no open-market purchase; all warrants are held directly by Mr. Geraci.

No non-derivative share transactions were reported; the filing affects only potential future dilution through warrant exercise.

Positive

  • Management alignment: Equity-based compensation gives the CFO direct economic exposure to share price performance.

Negative

  • Potential dilution: Issuance of 622,694 new warrants could expand the share count if exercised, diluting existing holders.

Insights

TL;DR: CFO granted 622k 5-yr warrants at $5.42-$7.05; incentive aligns interests but adds dilution risk.

The award gives the CFO significant upside exposure, strengthening management-shareholder alignment. Exercise windows extend to 2030, encouraging long-term value creation. However, 622,694 additional shares may enter the float if exercised, increasing dilution pressure at strike prices that could be in-the-money if performance is strong. No cash outlay by the insider today, so immediate market impact should be limited.

TL;DR: Structured vesting and acceleration terms balance retention with protection in turnover scenarios.

The 24-month staged vesting creates a retention mechanism, while accelerated vesting on good-reason departure is standard for competitive executive packages. The absence of a Rule 10b5-1 notation suggests the grant is board-approved compensation, not a trading plan. Overall, terms appear conventional and shareholder-friendly, though investors should monitor cumulative equity grants versus dilution thresholds.

Insider GERACI JOSEPH ANTHONY II
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Common Stock Purchase Warrant 311,347 $5.42 $1.69M
Grant/Award Common Stock Purchase Warrant 207,565 $6.504 $1.35M
Grant/Award Common Stock Purchase Warrant 103,782 $7.046 $731K
Holdings After Transaction: Common Stock Purchase Warrant — 622,694 shares (Direct)
Footnotes (1)
  1. F1. The warrants are exercisable for a period of five years. The warrants will vest over a period of 24 months starting six months from the issue date in four equal instalments (being 25% every six months), subject to Mr. Geraci being employed by Mill City Ventures III, LP at each respective vesting date. Notwithstanding the foregoing, in the event that Mr. Geraci is terminated other than for cause or resigns for good reason (as defined in the individual's employment agreement), the vesting of all of such warrants will immediately accelerate and be fully vested as of the date of such termination.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

How many warrants were granted to MCVT CFO Joseph Geraci II?
622,694 warrants were awarded across three tranches.

What are the exercise prices of the newly issued MCVT warrants?
The strikes are $5.42, $6.504, and $7.046 per share.

When do the warrants issued on 07/31/2025 expire?
All three warrant tranches expire on 07/31/2030.

What is the vesting schedule for the warrants?
They vest 25 % every six months beginning six months after grant, fully vesting after 24 months.

Did the Form 4 indicate use of a Rule 10b5-1 trading plan?
No. The box for transactions under Rule 10b5-1(c) was not checked in this filing.
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*
GERACI JOSEPH ANTHONY II
(Last) (First) (Middle)
1907 WAYZATA BOULEVARD, SUITE 205
(Street)
WAYZATA MN 55391
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Mill City Ventures III, Ltd [ MCVT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025
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
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
Common Stock Purchase Warrant $5.42 07/31/2025 A 311,347 (1) 07/31/2030 Common Stock 311,347 $5.42 311,347 D
Common Stock Purchase Warrant $6.504 07/31/2025 A 207,565 (1) 07/31/2030 Common Stock 207,565 $6.504 207,565 D
Common Stock Purchase Warrant $7.046 07/31/2025 A 103,782 (1) 07/31/2030 Common Stock 103,782 $7.046 103,782 D
Explanation of Responses:
1. The warrants are exercisable for a period of five years. The warrants will vest over a period of 24 months starting six months from the issue date in four equal instalments (being 25% every six months), subject to Mr. Geraci being employed by Mill City Ventures III, LP at each respective vesting date. Notwithstanding the foregoing, in the event that Mr. Geraci is terminated other than for cause or resigns for good reason (as defined in the individual's employment agreement), the vesting of all of such warrants will immediately accelerate and be fully vested as of the date of such termination.
/s/ Joseph A. Geraci, II 08/04/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR