T3 Defense (DFNS) CEO gains 4.17M shares and 2.36M warrants
Rhea-AI Filing Summary
T3 Defense Inc. director and Chief Executive Officer Shalom Menachem restructured his holdings through a note-for-equity exchange and an option exercise. On April 27, 2026, he entered a Note Exchange Agreement under which $2,138,962 in aggregate outstanding principal and accrued interest on promissory notes was cancelled in exchange for 4,174,399 shares of Common Stock at an exchange price of $0.5124 per share, equal to the last consolidated bid price on that date. The notes were originally acquired in connection with T3 Defense’s acquisition of Star 26 Capital, Inc. on January 12, 2026. Separately on April 27, 2026, Menachem acquired 67,009 shares of Common Stock and 2,357,303 stock purchase warrants upon exercising an option granted to him by Esousa Group Holdings LLC.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 4,241,408 shares
Net Buy
3 txns
Insider
Shalom Menachem
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Stock Purchase Warrant | 2,357,303 | $0.00 | $0.00 |
| Other | Common Stock | 4,174,399 | $0.5124 | $2.14M |
| Other | Common Stock | 67,009 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Purchase Warrant — 7,175,662 shares (Direct);
Common Stock — 7,683,418 shares (Direct)
Footnotes (2)
- F1. On April 27, 2026, the Reporting Person and the Issuer entered into a Note Exchange Agreement pursuant to which $2,138,962 in aggregate outstanding principal, which includes $42,962 in accrued and unpaid interest under promissory notes acquired by the Reporting Person in connection with the acquisition by the Issuer of Star 26 Capital, Inc. on January 12, 2026, were cancelled in exchange for 4,174,399 shares of Common Stock at an exchange price of $0.5124 per share, representing the last consolidated bid price as reported by The Nasdaq Stock Market LLC on April 27, 2026.
- F2. On April 27, 2026, the Reporting Person acquired 67,009 shares of Common Stock and 2,357,303 warrants upon the exercise of the option granted to him from Esousa Group Holdings LLC.
Key Figures
Debt cancelled: $2,138,962
Shares from note exchange: 4,174,399 shares
Exchange price: $0.5124 per share
+4 more
7 metrics
Debt cancelled
$2,138,962
Aggregate outstanding principal and accrued interest cancelled in note exchange
Shares from note exchange
4,174,399 shares
Common Stock issued under Note Exchange Agreement
Exchange price
$0.5124 per share
Price equal to last consolidated bid on April 27, 2026
Additional shares via option
67,009 shares
Common Stock acquired upon exercising option from Esousa Group Holdings LLC
Warrants acquired via option
2,357,303 warrants
Stock purchase warrants received from Esousa option
Warrant exercise price
$0.5124 per share
Conversion or exercise price for stock purchase warrants into Common Stock
Restructuring-related securities
6,598,711 securities
Total restructuringShares across transactions in transactionSummary
Key Terms
Note Exchange Agreement, aggregate outstanding principal, Stock Purchase Warrant, exchange price, +2 more
6 terms
Note Exchange Agreement financial
"entered into a Note Exchange Agreement pursuant to which $2,138,962 in aggregate"
aggregate outstanding principal financial
"pursuant to which $2,138,962 in aggregate outstanding principal, which includes $42,962"
Stock Purchase Warrant financial
"security_title": "Stock Purchase Warrant""
exchange price financial
"in exchange for 4,174,399 shares of Common Stock at an exchange price of $0.5124 per share"
accrued and unpaid interest financial
"which includes $42,962 in accrued and unpaid interest under promissory notes"
Accrued and unpaid interest is the interest that has built up on a loan or debt but hasn't been paid yet. It's like owing your friend money for a favor over time—you're expected to pay it later, even though you haven't paid it yet. This matters because it shows how much you owe beyond the original amount borrowed.
conversion or exercise price financial
""conversion_or_exercise_price": "0.5124""
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did T3 Defense (DFNS) CEO Shalom Menachem report in this Form 4?
Shalom Menachem reported restructuring transactions involving debt-for-equity and an option exercise. He exchanged promissory note principal and interest for T3 Defense common shares and separately received additional shares and stock purchase warrants through an option from Esousa Group Holdings LLC.
What debt amount was cancelled in Shalom Menachem’s T3 Defense (DFNS) note exchange?
The transaction cancelled $2,138,962 in aggregate outstanding principal and accrued interest on promissory notes. These notes were acquired by Shalom Menachem in connection with T3 Defense’s acquisition of Star 26 Capital, Inc. completed on January 12, 2026.
What additional securities did Shalom Menachem obtain from Esousa in T3 Defense (DFNS)?
On April 27, 2026, Shalom Menachem acquired 67,009 shares of T3 Defense Common Stock and 2,357,303 stock purchase warrants. These securities were received upon exercising an option previously granted to him by Esousa Group Holdings LLC, as described in the Form 4 footnotes.
What are the key terms of the stock purchase warrants reported for T3 Defense (DFNS)?
The filing reports 2,357,303 stock purchase warrants with a conversion or exercise price of $0.5124 per share. Each warrant is exercisable into one share of T3 Defense Common Stock, with an expiration date of January 12, 2031, according to the derivative transaction details.