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

Rhea-AI Filing Summary

Mill City Ventures III, Ltd. (MCVT) – Form 4 filing dated 9 July 2025

Chief Financial Officer and director Joseph A. Geraci II reported an internal, non-market transaction classified under code “J” (other disposition) stemming from a marital-dissolution decree.

• Direct common stock holdings fell by 115,469 shares; Mr. Geraci transferred these shares to his ex-spouse at $0.00.
• Post-transfer, he retains 210,659 directly owned shares.
• He also reports 128,915 shares held indirectly via Lantern Advisers LLC, for which he disclaims beneficial ownership beyond his pecuniary interest.
• Derivative table shows an unchanged 125,000 non-qualified stock options (exercise price $2.12, expiring 22 Nov 2032).

The filing reduces the insider’s direct ownership by roughly 35%*, but the change is court-mandated and not an open-market sale, limiting signalling value. No cash proceeds were received and no company fundamentals are affected.

*Approximation based on current direct holdings plus transferred shares.

Positive

• None.

Negative

• Insider direct ownership decreases by 115,469 shares, potentially reducing alignment of interests between management and shareholders.

Insights

Securities Analyst

TL;DR – Court-ordered share transfer; limited market signal, small dilution of insider alignment.

The transaction is a technical disposition required by a divorce settlement. Because no shares were sold in the market and pricing is nil, supply-side pressure is minimal. However, Geraci’s direct stake drops to 210.7 k shares, about a third less, modestly weakening perceived insider alignment. The options position remains intact, preserving upside incentives. Overall effect is neutral-to-slightly-negative for governance optics, but not financially material to MCVT’s float or earnings.

Corporate Governance Expert

TL;DR – Governance neutral; mandatory marital transfer, not an elective divestiture.

Rule 16a ‘J’ code signals an involuntary change. Because the shares now sit with a non-affiliate ex-spouse, voting control marginally declines but remains concentrated among officers. Lantern Advisers LLC holdings are unchanged and mostly exempt from attribution. No Rule 10b5-1 plan is involved. Investors should view this as administrative rather than strategic. Impact on governance structure and float liquidity is negligible.

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 BLVD.,

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)
06/24/2025

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
Common stock(1)	06/30/2025		J		115,469	D	$0.00	210,659	D
Common stock								128,915	I	By Lantern Advisers LLC(2)

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
Non-Qualified Stock Option(1)	$2.12	06/24/2025		J			125,000	11/23/2022	11/22/2032	Common stock	125,000	$0.00	125,000	D

Explanation of Responses:

1. The reported transaction reflects shares transferred to the reporting person's ex-spouse pursuant to a marital-dissolution decree. The securities owned by the ex-spouse are not beneficially owned by the reporting person.

2. A Minnesota limited liability company of which the reporting person is a member and manager. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

	/s/ Joseph A. Geraci, II	07/09/2025
	** 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.

FAQ

Why did MCVT's CFO dispose of 115,469 shares?

The shares were transferred to his ex-spouse pursuant to a marital-dissolution decree; no market sale occurred.

How many Mill City Ventures (MCVT) shares does Joseph Geraci II now own directly?

After the transfer, he owns 210,659 shares directly.

Does the Form 4 report any open-market sales or purchases?

No. All reported changes are coded “J” (other) and valued at $0.00, indicating a non-market transfer.

What derivative securities does the insider hold?

He retains 125,000 non-qualified stock options exercisable at $2.12 and expiring 22 Nov 2032.

Are the 128,915 shares held by Lantern Advisers LLC counted as Mr. Geraci’s beneficial ownership?

He disclaims beneficial ownership except to the extent of his pecuniary interest in the LLC.

Is this filing likely to impact MCVT’s share price?

Impact is expected to be minimal because the transfer is involuntary and involves no market transaction.