Form 4: Owlet director reports 3.9M-share warrant exchange

Rhea-AI Filing Summary

Owlet (OWLT): Director and 10% owner reports warrant-for-share exchange. On 10/10/2025, Eclipse Early Growth Fund I, L.P. exchanged previously issued Series A and Series B warrants for 3,898,906 shares of Common Stock, at approximate ratios of 0.61 and 0.56 shares per warrant, respectively. The transaction was reported as exempt under Rule 16b-3.

Following the exchange, indirect beneficial ownership reported includes 5,665,669 shares via Eclipse EGF I, 968,694 shares via Eclipse Ventures Fund I, and 1,066,472 shares via Eclipse Continuity Fund I. The Series A (5,300,291 underlying shares) and Series B (1,166,935 underlying shares) warrant positions were reduced to 0.

Insights

Equity capital markets analyst

Warrants canceled in exchange for 3.9M shares; neutral impact.

Eclipse EGF I swapped Series A and B warrants for 3,898,906 common shares. This replaces derivative exposure with outright equity, simplifying the holder’s position. The filing cites a Rule 16b-3 exemption.

Post-transaction, the holder reports indirect stakes of 5,665,669, 968,694, and 1,066,472 shares across affiliated funds. Warrant balances tied to 5,300,291 and 1,166,935 underlying shares are now 0.

Actual market impact depends on future trading decisions by the reporting entities and any resale arrangements permitted under applicable rules.

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

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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^*

Susan Lior

(Last) (First) (Middle)

C/O OWLET, INC.

3300 NORTH ASHTON BOULEVARD, SUITE 300

(Street)

LEHI UT 84043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Owlet, Inc. [ OWLT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2025

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	10/10/2025		A(1)		3,898,906	A	(1)	5,665,669	I	See footnote(2)
Common Stock								968,694	I	See footnote(3)
Common Stock								1,066,472	I	See footnote(4)

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
Series A Warrants (Right to Purchase Shares of Common Stock)	(1)	10/10/2025		D(1)			5,300,291	(1)	(1)	Class A Common Stock	5,300,291	(1)	0	I	See footnote(2)
Series B Warrants (Right to Purchase Shares of Common Stock)	(1)	10/10/2025		D(1)			1,166,935	(1)	(1)	Class A Common Stock	1,166,935	(1)	0	I	See footnote(2)

Explanation of Responses:

1. On October 10, 2025, Eclipse Early Growth Fund I, L.P. ("Eclipse EGF I") exchanged (a) warrants to purchase shares of Class A common stock, par value $0.0001 per share, of the Company (the "Common Stock"), that were initially issued in February 2023 in connection with the Company's issuance and sale of Series A Convertible Preferred Stock and (b) warrants to purchase shares of Common Stock that were initially issued in February 2024 in connection with the Company's issuance and sale of Series B Convertible Preferred Stock for the shares of Common Stock reported herein at a ratio of approximately 0.61 and 0.56 shares per warrant, respectively. The disposition or deemed disposition of the warrants and any shares of Common Stock that may have been be acquired upon exercise of such warrants and the acquisition of Common Stock in this exchange were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

2. The securities are held of record by Eclipse EGF I. Eclipse Early Growth GP I, LLC ("Eclipse EG GP I") is the general partner of Eclipse EGF I and may be deemed to have voting and dispositive power over the shares held by Eclipse EGF I. The Reporting Person is the sole managing member of Eclipse EG GP I and may be deemed to have voting and dispositive power over the shares held by Eclipse EGF I. Eclipse EG GP I and the Reporting Person disclaim beneficial ownership of the shares held by Eclipse EGF I except to the extent of their respective pecuniary interests therein, if any.

3. The securities are held of record by Eclipse Ventures Fund I, L.P. ("Eclipse I"). Eclipse Ventures GP I, LLC ("Eclipse I GP") is the general partner of Eclipse I and may be deemed to have voting and dispositive power over the shares held by Eclipse I. The Reporting Person, a member of the Issuer's board of directors, is the sole managing member of Eclipse I GP and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Eclipse I GP and the Reporting Person disclaim beneficial ownership of the shares held by Eclipse I except to the extent of their respective pecuniary interests therein, if any.

4. The securities are held of record by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity I"). Eclipse Continuity GP I, LLC ("Eclipse Continuity GP") is the general partner of Eclipse Continuity I and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. The Reporting Person, a member of the Issuer's board of directors, is the sole managing member of Eclipse Continuity GP and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Eclipse Continuity GP and the Reporting Person disclaim beneficial ownership of the shares held by Eclipse Continuity I except to the extent of their respective pecuniary interests therein, if any.

	/s/ Lior Susan	10/15/2025
	** 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).
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FAQ

What did Owlet (OWLT) insider report on the Form 4?

An exchange of Series A and B warrants for 3,898,906 shares of Common Stock on 10/10/2025, exempt under Rule 16b-3.

How many shares does the reporting person indirectly own after the transaction?

Indirect holdings include 5,665,669 shares via Eclipse EGF I, 968,694 via Eclipse Ventures Fund I, and 1,066,472 via Eclipse Continuity Fund I.

What happened to the Owlet warrants referenced in the filing?

Series A warrants tied to 5,300,291 shares and Series B warrants tied to 1,166,935 shares were reduced to 0 following the exchange.

What were the exchange ratios for the warrant-for-share transaction?

Approximately 0.61 shares per Series A warrant and 0.56 shares per Series B warrant.

What is the reporting person’s relationship to Owlet (OWLT)?

The reporting person is a Director and a 10% Owner.

Which entities hold the reported indirect positions?

Eclipse Early Growth Fund I, L.P.; Eclipse Ventures Fund I, L.P.; and Eclipse Continuity Fund I, L.P., with control via affiliated general partners.