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Mill City Ventures III Issues 5-Year Warrants to CEO in Equity Award

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

Rhea-AI Filing Summary

Mill City Ventures III (MCVT) – Form 4 filing: CEO & Director Douglas M. Polinsky reported the 31 Jul 2025 acquisition of three tranches of common-stock purchase warrants.

  • 311,347 warrants exercisable at $5.42
  • 207,565 warrants exercisable at $6.504
  • 103,782 warrants exercisable at $7.046

The warrants, totaling 622,694 underlying common shares, are exercisable for five years ending 31 Jul 2030. Vesting occurs in four equal 25 % instalments every six months, beginning six months after issuance; vesting accelerates to 100 % if the executive is terminated without cause or resigns for good reason.

All holdings are reported as directly owned; no non-derivative share transactions were disclosed. The grant strengthens management’s equity alignment but introduces potential share dilution should the warrants be exercised.

Positive

  • Management-shareholder alignment: 622,694 warrants link CEO compensation to future share appreciation.
  • Retention mechanism: 24-month staggered vesting encourages executive continuity.

Negative

  • Dilution risk: Full exercise would add 622,694 shares to the float.
  • Acceleration clause: Immediate vesting upon certain terminations may disadvantage shareholders in adverse scenarios.

Insights

TL;DR: 622 k five-year warrants granted to CEO; incentive-aligning but dilutive, no cash sales reported; overall neutral valuation impact.

The filing shows a sizeable equity-linked incentive package for Mr. Polinsky, with strike prices well above today’s market unknown in the document. While the staggered vesting schedule promotes retention and aligns the CEO with shareholder value creation, full exercise would add 622,694 shares to the float, potentially pressuring per-share metrics. Because no shares were sold and the award is performance-contingent, the immediate cash-flow impact is nil. Investors should monitor future exercises and any resulting dilution. Rating: neutral.

TL;DR: Standard equity compensation; board using warrants to retain CEO, acceleration clause raises moderate governance concern.

The structure mirrors typical small-cap incentive plans—multi-strike warrants with a five-year term. The 24-month vesting promotes continuity, yet the acceleration on termination without cause or good-reason resignation shifts bargaining power toward the executive and could prove costly in a change-in-control scenario. Disclosure is clear, and the award size is transparent, but shareholders should scrutinize cumulative dilution limits in the equity plan. Overall governance impact is balanced.

Insider POLINSKY DOUGLAS MICHAEL
Role Chief Executive 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 — 311,347 shares (Direct)
Footnotes (1)
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Form 4 Insider Transactions: What Each Field Means →
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*
POLINSKY DOUGLAS MICHAEL
(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 Executive 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. Polinsky being employed by Mill City Ventures III, LP at each respective vesting date. Notwithstanding the foregoing, in the event that Mr. Polinsky 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.
Douglas Polinsky 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

FAQ

How many warrants did MCVT's CEO acquire on 31 Jul 2025?

Douglas M. Polinsky acquired 622,694 common-stock purchase warrants in three tranches.

What are the exercise prices of the newly issued MCVT warrants?

The warrants carry strike prices of $5.42, $6.504 and $7.046 respectively.

When do the CEO’s warrants expire?

All three warrant tranches are exercisable through 31 July 2030.

How does the vesting schedule for the warrants work?

Vesting occurs in four equal 25 % instalments every six months over 24 months, starting six months from 31 Jul 2025.

Does the filing report any non-derivative stock transactions?

No. The Form 4 lists no acquisitions or dispositions of common shares, only derivative securities.