Andretti Acquisition II sponsor converts 5.75M Class B to A

Andretti Acquisition Corp. II (POLE) reported that on September 8, 2026, 5,749,999 Class B ordinary shares held by Andretti Sponsor II LLC were converted on a one-for-one basis into 5,749,999 Class A ordinary shares for no additional consideration.

Rhea-AI Filing Summary

Andretti Acquisition Corp. II (POLE) reported that on September 8, 2026, 5,749,999 Class B ordinary shares held by Andretti Sponsor II LLC were converted on a one-for-one basis into 5,749,999 Class A ordinary shares for no additional consideration. After the conversion, the Sponsor holds 5,749,999 Class A ordinary shares and 1 Class B ordinary share. Mario Andretti, Michael M. Andretti, William J. Sandbrook and William M. Brown are managing members of the Sponsor, may be deemed to share beneficial ownership of these securities, and each disclaims beneficial ownership except to the extent of their pecuniary interest. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

5,749,999 shares exercised/converted

Exercise 2 txns

Insider Andretti Sponsor II LLC, Andretti Mario, ANDRETTI MICHAEL, SANDBROOK WILLIAM J, Brown William Matthew

Role 10% Owner | 10% Owner | Director, 10% Owner | Executive Chairman | CEO

Type	Security	Shares	Price	Value
Conversion	Class B Ordinary Shares F1, F2	5,749,999	$0.00	$0.00
Conversion	Class A Ordinary Shares F1, F2	5,749,999	--	--

Holdings After Transaction: Class B Ordinary Shares — 1 contracts (Direct); Class A Ordinary Shares — 5,749,999 shares (Direct)

Footnotes (2)

1. F1. The Class B ordinary shares are convertible, at the option of the holder, into Class A ordinary shares on a one-for-one basis, for no additional consideration, and have no expiration date. On September 8, 2026, the reporting persons elected to convert 5,749,999 Class B ordinary shares of Andretti Sponsor II LLC (the "Sponsor") into 5,749,999 Class A ordinary shares held by Andretti Acquisition Corp. II.
2. F2. Mario Andretti, Michael M. Andretti, William J. Sandbrook and William M. Brown are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held of record by the Sponsor. As such, Mario Andretti, Michael M. Andretti, William J. Sandbrook and William M. Brown may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mario Andretti, Michael M. Andretti, William J. Sandbrook and William M. Brown disclaim any beneficial ownership except to the extent of their respective pecuniary interests therein.

Key Figures

Class B shares converted: 5,749,999 shares Class A shares received: 5,749,999 shares Remaining Class B shares: 1 share +2 more

5 metrics

Class B shares converted 5,749,999 shares Class B ordinary shares converted into Class A on September 8, 2026

Class A shares received 5,749,999 shares Class A ordinary shares held after the conversion on September 8, 2026

Remaining Class B shares 1 share Class B ordinary shares held after the conversion

Conversion ratio 1 Class A share for each 1 Class B share Conversion of Class B ordinary shares into Class A ordinary shares

Exercise/expiration date No expiration date Class B ordinary shares are convertible at the option of the holder and have no expiration date

Key Terms

Class B ordinary shares, Class A ordinary shares, beneficial ownership, pecuniary interests

4 terms

Class B ordinary shares financial

"The Class B ordinary shares are convertible, at the option of the holder"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Class A ordinary shares financial

"into Class A ordinary shares on a one-for-one basis, for no"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

beneficial ownership financial

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

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 interests financial

"disclaim any beneficial ownership except to the extent of their respective pecuniary interests"

FAQ

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

What insider transaction did POLE report on September 8, 2026?

Andretti Sponsor II LLC converted 5,749,999 Class B ordinary shares of Andretti Acquisition Corp. II (POLE) into 5,749,999 Class A ordinary shares on September 8, 2026, on a one-for-one basis for no additional consideration.

How many POLE shares does Andretti Sponsor II LLC hold after the conversion?

After the September 8, 2026 conversion, Andretti Sponsor II LLC holds 5,749,999 Class A ordinary shares and 1 Class B ordinary share of Andretti Acquisition Corp. II.

Did Andretti Acquisition Corp. II or its sponsor receive cash in this share conversion?

No. The conversion of 5,749,999 Class B ordinary shares into 5,749,999 Class A ordinary shares of Andretti Acquisition Corp. II was made for no additional consideration.

Who may be deemed beneficial owners of the POLE shares held by the sponsor?

Mario Andretti, Michael M. Andretti, William J. Sandbrook and William M. Brown, as managing members of Andretti Sponsor II LLC, may be deemed to have beneficial ownership of the securities held by the Sponsor, but each disclaims ownership beyond their pecuniary interest.

Was the POLE insider transaction made under a Rule 10b5-1 trading plan?

No. The report indicates that the Rule 10b5-1 checkbox is not affirmed, so the September 8, 2026 conversion was not reported as being made under a Rule 10b5-1 trading plan.

What types of POLE securities were involved in the reported insider transaction?

The transaction involved converting Class B ordinary shares of Andretti Acquisition Corp. II into Class A ordinary shares on a one-for-one basis, with 5,749,999 shares moving from Class B to Class A.

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

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Available on EDGAR 09/09/2026 - 04:31 PM Accepted by SEC EDGAR 09/09/2026 - 04:30 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

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^*

Andretti Sponsor II LLC

(Last) (First) (Middle)

100 KIMBALL PLACE, SUITE 550

(Street)

ALPHARETTA GEORGIA 30009

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Andretti Acquisition Corp. II [ POLE ]

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)
09/08/2026

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

	Form filed by One Reporting Person
X	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
Class A Ordinary Shares	09/08/2026		C		5,749,999	A	(1)	5,749,999	D(2)

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
Class B Ordinary Shares	(1)	09/08/2026		C			5,749,999	(1)	(1)	Class A Ordinary Shares	5,749,999	$0	1	D(2)

1. Name and Address of Reporting Person^*

Andretti Sponsor II LLC

(Last) (First) (Middle)

100 KIMBALL PLACE, SUITE 550

(Street)

ALPHARETTA GEORGIA 30009

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Andretti Mario

(Last) (First) (Middle)

100 KIMBALL PLACE, SUITE 550

(Street)

ALPHARETTA GEORGIA 30009

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ANDRETTI MICHAEL

(Last) (First) (Middle)

100 KIMBALL PLACE, SUITE 550

(Street)

ALPHARETTA GEORGIA 30009

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SANDBROOK WILLIAM J

(Last) (First) (Middle)

100 KIMBALL PLACE, SUITE 550

(Street)

ALPHARETTA GEORGIA 30009

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Brown William Matthew

(Last) (First) (Middle)

100 KIMBALL PLACE, SUITE 550

(Street)

ALPHARETTA GEORGIA 30009

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The Class B ordinary shares are convertible, at the option of the holder, into Class A ordinary shares on a one-for-one basis, for no additional consideration, and have no expiration date. On September 8, 2026, the reporting persons elected to convert 5,749,999 Class B ordinary shares of Andretti Sponsor II LLC (the "Sponsor") into 5,749,999 Class A ordinary shares held by Andretti Acquisition Corp. II.

2. Mario Andretti, Michael M. Andretti, William J. Sandbrook and William M. Brown are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held of record by the Sponsor. As such, Mario Andretti, Michael M. Andretti, William J. Sandbrook and William M. Brown may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mario Andretti, Michael M. Andretti, William J. Sandbrook and William M. Brown disclaim any beneficial ownership except to the extent of their respective pecuniary interests therein.

	/s/ William M. Brown, Managing Member of Andretti Sponsor II LLC	09/09/2026
	/s/ William M. Brown	09/09/2026
	/s/ Mario Andretti	09/09/2026
	/s/ Michael M. Andretti	09/09/2026
	/s/ William J. Sandbrook	09/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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* Form 4: SEC 1474 (03-26)