NRGV (NYSE: NRGV) holder plans Rule 144 sale of 3M common shares

Rhea-AI Filing Summary

A shareholder of NRGV has filed a Rule 144 notice to sell 3,000,000 shares of common stock through Citigroup Global Markets Inc. on or about January 15, 2026 on the NYSE. The filing lists an aggregate market value of $18,090,000 for these shares and notes that 167,790,003 shares of the issuer’s common stock were outstanding. The securities to be sold were originally obtained when preferred stock automatically converted in connection with the issuer’s business combination between July 2019 and September 2021, and through a 2,500,000‑share PIPE investment on February 11, 2022, both paid in cash.

Insights

Equity capital markets analyst

Large Rule 144 sale planned, but overall impact depends on market context.

The notice shows a planned sale of $18,090,000 worth of NRGV common stock, or 3,000,000 shares, via Citigroup Global Markets Inc. on the NYSE. Rule 144 filings typically indicate that a significant holder of restricted or control securities is preparing to sell into the public market.

The seller’s position stems from an automatic conversion of preferred stock tied to the issuer’s business combination and a 2,500,000-share PIPE investment completed on February 11, 2022, both funded in cash. The filing also states that 167,790,003 shares of common stock were outstanding, providing a baseline against which the planned sale can be viewed.

The form includes the standard representation that the seller does not know of undisclosed material adverse information about the issuer’s operations. Actual market impact will depend on trading liquidity and how the sale is executed around the stated approximate sale date of January 15, 2026.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Citigroup Global Markets Inc. 388 Greenwich Street, 17th Floor New York, NY 10013	3000000	18090000.00	167790003	01/15/2026	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	02/11/2022	Acquired upon the automatic conversion of preferred stock immediately prior to the consummation of the Issuer's business combination. The preferred stock was acquired and fully paid for in multiple transactions from July 2019 to September 2021.	Issuer			16035631	09/30/2021	Cash
Common Stock	02/11/2022	Acquired through a private investment in public equity (PIPE) transaction in connection with the consummation of the Issuer's business combination.	Issuer			2500000	02/11/2022	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the NRGV Rule 144 filing disclose?

It discloses that a shareholder plans to sell 3,000,000 shares of NRGV common stock, with an aggregate market value of $18,090,000, on or about January 15, 2026 through Citigroup Global Markets Inc. on the NYSE.

How many NRGV shares are outstanding according to this filing?

The filing states that there were 167,790,003 shares of NRGV common stock outstanding at the time referenced.

How were the NRGV shares being sold originally acquired?

The shares were acquired through the automatic conversion of preferred stock in connection with the issuer’s business combination, with preferred shares bought in cash between July 2019 and September 2021, and through a 2,500,000‑share PIPE investment on February 11, 2022, also paid in cash.

Which broker will handle the planned NRGV share sale under Rule 144?

The planned sale of NRGV common stock is listed as being through Citigroup Global Markets Inc., located at 388 Greenwich Street, New York, NY 10013, and the shares are to be sold on the NYSE.

What assurance does the selling shareholder give about NRGV’s information?

By signing the notice, the seller represents that they do not know any material adverse information about NRGV’s current or prospective operations that has not been publicly disclosed.

Does the NRGV Rule 144 notice mention a Rule 10b5-1 trading plan?

The form language explains that, if a written trading plan or instructions under Rule 10b5-1 were adopted, signing the form confirms the representation as of that adoption date, but the excerpt does not specify any particular plan details.