Merlin 10% holder distributes 11.7M shares internally

Merlin, Inc. (MRLN) disclosed that reporting person FR Capital Holdings, L.P., a ten percent owner, reported two restructuring-type dispositions of Merlin common stock on September 16, 2026.

Rhea-AI Filing Summary

Merlin, Inc. (MRLN) disclosed that reporting person FR Capital Holdings, L.P., a ten percent owner, reported two restructuring-type dispositions of Merlin common stock on September 16, 2026. These were classified as other acquisitions or dispositions and reflect internal fund distributions rather than open-market trades.

First Round Capital VI, L.P. distributed 6,651,292 Merlin shares to its partners on a pro rata basis for no consideration, and First Round Capital VIII F, L.P. distributed 5,097,669 shares on a pro rata basis for no consideration. FR Capital Holdings is the investment manager to these funds and may be deemed to have beneficial ownership but disclaims beneficial ownership except to the extent of its pecuniary interest. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Other: 11,748,961 shares

Other 2 txns

Insider FR Capital Holdings, L.P.

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock, par value $0.0001 per share F1, F3, F4	6,651,292	$0.00	$0.00
Other	Common Stock, par value $0.0001 per share F2, F3, F5	5,097,669	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.0001 per share — 0 shares (Indirect, See Footnote)

Footnotes (5)

1. F1. First Round Capital VI, L.P. ("FRCVI") distributed these shares to its partners on a pro rata basis, for no consideration.
2. F2. First Round Capital VIII F, L.P. ("FRCVIII F") distributed these shares to its partners on a pro rata basis, for no consideration.
3. F3. FR Capital Holdings, L.P., a Delaware limited partnership (the "Reporting Person"), is the investment manager of FRCVI, First Round Capital VI Partners Fund, L.P. ("FRCVI Partners"), FRCVIII F, and First Round Capital VIII F Partners Fund, L.P. ("FRCVIII F Partners"). The Reporting Person is managed by an investment committee comprised of three individuals. As a result, the Reporting Person may be deemed to have beneficial ownership of the securities reported herein. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
4. F4. The securities were directly held by FRCVI, as nominee for itself and FRCVI Partners.
5. F5. The securities were directly held by FRCVIII F, as nominee for itself and FRCVIII F Partners.

Key Figures

Restructuring shares from First Round Capital VI, L.P.: 6,651,292 shares Restructuring shares from First Round Capital VIII F, L.P.: 5,097,669 shares Total restructuring shares: 11,748,961 shares +2 more

5 metrics

Restructuring shares from First Round Capital VI, L.P. 6,651,292 shares Common stock distributed pro rata to partners for no consideration on September 16, 2026

Restructuring shares from First Round Capital VIII F, L.P. 5,097,669 shares Common stock distributed pro rata to partners for no consideration on September 16, 2026

Total restructuring shares 11,748,961 shares Aggregate common stock involved in the two code J restructuring transactions

Transaction price per share $0.00 per share Price reported for both internal pro rata distributions

Number of dispose-type transactions 2 transactions Both classified as other acquisitions or dispositions (code J) and counted as restructuring

Key Terms

pro rata basis, beneficial ownership, pecuniary interest, investment manager, +1 more

5 terms

pro rata basis financial

"distributed these shares to its partners on a pro rata basis, for no"

A "pro rata basis" means dividing or distributing something proportionally according to each person's share or interest. For example, if a group shares costs or profits, each person receives or pays a portion that reflects their contribution or ownership percentage. This method ensures fairness by allocating resources in line with individual stakes, which is important for investors to understand how gains, losses, or costs are fairly shared.

beneficial ownership regulatory

"may be deemed to have beneficial ownership of the securities reported"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"disclaims beneficial ownership of the securities except to the extent of its pecuniary interest"

investment manager financial

"is the investment manager of FRCVI, First Round Capital VI Partners"

ten percent owner regulatory

"FR Capital Holdings, L.P., a ten percent owner, reported two"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did FR Capital Holdings report for Merlin, Inc. (MRLN)?

FR Capital Holdings, L.P. reported two non-market, restructuring-type dispositions of Merlin common stock on September 16, 2026, reflecting internal fund distributions rather than open-market purchases or sales.

How many Merlin (MRLN) shares were distributed by First Round Capital VI?

First Round Capital VI, L.P. distributed 6,651,292 shares of Merlin common stock to its partners on a pro rata basis for no consideration, according to the Form 4 footnotes.

How many Merlin (MRLN) shares were distributed by First Round Capital VIII F?

First Round Capital VIII F, L.P. distributed 5,097,669 shares of Merlin common stock to its partners on a pro rata basis for no consideration, as disclosed in the filing.

Was there any price paid in the Merlin (MRLN) insider distributions?

No. Both sets of Merlin shares were distributed to fund partners for no consideration, and the Form 4 shows a transaction price per share of $0.00 for these restructuring transactions.

What is FR Capital Holdings’ relationship to the Merlin (MRLN) shareholding funds?

FR Capital Holdings, L.P. is described as the investment manager of First Round Capital VI, First Round Capital VI Partners Fund, First Round Capital VIII F and First Round Capital VIII F Partners Fund, and may be deemed to have beneficial ownership but disclaims it except for its pecuniary interest.

Is the Merlin (MRLN) insider activity under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that no Rule 10b5-1 plan is reported for these Merlin share distributions.

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

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Available on EDGAR 09/18/2026 - 05:00 PM Accepted by SEC EDGAR 09/18/2026 - 05:00 PM Learn about SEC filing dates

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

X

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^*

FR Capital Holdings, L.P.

(Last) (First) (Middle)

2400 MARKET STREET

(Street)

PHILADELPHIA PENNSYLVANIA 19103

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Merlin, Inc. [ MRLN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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, par value $0.0001 per share	09/16/2026		J(1)		6,651,292	D	$0	0	I	See Footnote(3)(4)
Common Stock, par value $0.0001 per share	09/16/2026		J(2)		5,097,669	D	$0	0	I	See Footnote(3)(5)

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. First Round Capital VI, L.P. ("FRCVI") distributed these shares to its partners on a pro rata basis, for no consideration.

2. First Round Capital VIII F, L.P. ("FRCVIII F") distributed these shares to its partners on a pro rata basis, for no consideration.

3. FR Capital Holdings, L.P., a Delaware limited partnership (the "Reporting Person"), is the investment manager of FRCVI, First Round Capital VI Partners Fund, L.P. ("FRCVI Partners"), FRCVIII F, and First Round Capital VIII F Partners Fund, L.P. ("FRCVIII F Partners"). The Reporting Person is managed by an investment committee comprised of three individuals. As a result, the Reporting Person may be deemed to have beneficial ownership of the securities reported herein. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

4. The securities were directly held by FRCVI, as nominee for itself and FRCVI Partners.

5. The securities were directly held by FRCVIII F, as nominee for itself and FRCVIII F Partners.

	/s/ Jeffrey Donnon, Chief Financial Officer of FR Capital Holdings, L.P.	09/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)