Eightco Holdings Insider Converts Debt and Buys 342K Shares at $1.46

Rhea-AI Filing Summary

Nicola Paul Caiano, a director of Eightco Holdings Inc. (OCTO), reported two insider transactions on Form 4. On 09/08/2025 he received 2,960 shares of Common Stock upon conversion of accrued principal and interest on a promissory note, at a conversion price of $0, leaving him with 7,822 shares beneficially owned. On 09/09/2025 he purchased 342,466 shares at $1.46 per share, increasing his total beneficial ownership to 350,288 shares. The Form 4 was signed on 09/10/2025.

Positive

• Director increased ownership materially by acquiring 342,466 shares, raising beneficial holdings to 350,288 shares
• Debt conversion to equity of accrued principal and interest produced 2,960 new shares, reducing obligations

Negative

• None.

Insights

Financial Analyst

TL;DR Insider converted debt to equity and executed a large open-market purchase, materially increasing ownership.

The director converted accrued principal and interest into 2,960 shares on 09/08/2025 and then acquired 342,466 additional shares at $1.46 on 09/09/2025, bringing total reported holdings to 350,288 shares. From a capital-structure perspective, the debt conversion eliminated outstanding obligations in exchange for equity, while the subsequent purchase substantially increased the director's stake. These actions can signal insider confidence and affect float and ownership concentration, depending on the company's outstanding share count.

Corporate Governance Expert

TL;DR Director transactions are properly disclosed; conversion and purchase occurred within a two-day window and were reported.

The Form 4 discloses a conversion of a promissory note into 2,960 shares and a purchase of 342,466 shares at $1.46, with the filing signed on 09/10/2025. The report identifies the reporting person as a director and shows the transactions were reported as required under Section 16. No amendments or additional arrangements are specified in the filing.

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
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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^*

Caiano Nicola Paul

(Last) (First) (Middle)

C/O EIGHTCO HOLDINGS INC.

101 LARRY HOLMES DRIVE, SUITE 313

(Street)

EASTON PA 18042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Eightco Holdings Inc. [ OCTO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		A(1)		2,960	A	$0	7,822	D
Common Stock	09/09/2025		P		342,466	A	$1.46	350,288	D

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. Represents shares received upon conversion of accrued principal and interest owed on a promissory note from the issuer.

	/s/ Nicola Paul Caiano	09/10/2025
	** 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

What transactions did Nicola Paul Caiano report on Form 4 for OCTO?

He reported a conversion of a promissory note into 2,960 shares on 09/08/2025 and a purchase of 342,466 shares at $1.46 on 09/09/2025.

How many shares does the reporting person beneficially own after these transactions?

The filing shows beneficial ownership of 350,288 shares following the reported transactions.

What was the price paid for the purchased shares reported on Form 4?

The shares purchased on 09/09/2025 were reported at a price of $1.46 per share.

What was the nature of the shares received on 09/08/2025?

The 2,960 shares received on 09/08/2025 were issued upon conversion of accrued principal and interest on a promissory note from the issuer.

When was the Form 4 signed and filed by the reporting person?

The signature block shows the form was signed by Nicola Paul Caiano on 09/10/2025.