Pono Capital Four (NASDAQ: PONOU) CEO reports 5.55M Class B sponsor shares

Rhea-AI Filing Summary

Pono Capital Four, Inc. director and CEO Dustin M. Shindo filed an initial ownership report showing indirect control over 5,550,650 Class B ordinary shares through the sponsor Mehana Ventures LLC. These Class B shares will automatically convert into Class A ordinary shares on a one-for-one basis upon the company’s initial business combination, and up to 771,429 of them may be forfeited if the over-allotment option for the IPO is not fully exercised. The sponsor originally purchased 7,392,857 Class B shares for $25,000, of which 1,468,571 were forfeited and 363,636 founder shares were transferred to institutional investors in a private placement closing simultaneously with the IPO. Shindo, as manager of the sponsor’s managing member, has voting and dispositive power over the sponsor’s shares but disclaims beneficial ownership except for any pecuniary interest.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Shindo Dustin M

(Last) (First) (Middle)

4348 WAIALAE AVE, #632

(Street)

HONOLULU HI 96816

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/12/2026

3. Issuer Name and Ticker or Trading Symbol
Pono Capital Four, Inc. [ PONO ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	5,550,650(2)	(1)	I	See Footnote(2)

Explanation of Responses:

1. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to the adjustments. The Class B ordinary shares have no expiration date.

2. Represents 5,550,650 Class B ordinary shares held by Mehana Ventures LLC, the Issuer's sponsor, after the Issuer forfeited 1,468,571 of the 7,392,857 Class B ordinary shares originally purchased by the Issuer's Sponsor for $25,000. The Issuer also transferred an aggregate of 363,636 Founder Shares to direct institutional investors in connection with a private placement that is closing simultaneously with the initial public offering. Includes an aggregate of up to 771,429 Class B ordinary shares that are subject to forfeiture to the extent the over-allotment option is not exercised in full in connection with the Issuer's initial public offering. Dustin Shindo is the manager of Mehana Management LLC, the managing member of the sponsor, and has voting and dispositive power over the shares owned by the sponsor. Mr. Shindo disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

	/s/ Dustin Shindo	03/13/2026
	** 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 5 (b)(v).
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FAQ

What does Dustin Shindo report owning in Pono Capital Four (PONOU)?

Dustin Shindo reports indirect control over 5,550,650 Class B ordinary shares of Pono Capital Four through sponsor Mehana Ventures LLC. These shares automatically convert into Class A shares on a one-for-one basis upon completion of the company’s initial business combination.

How will Pono Capital Four’s Class B shares reported by Shindo convert?

The reported Class B ordinary shares automatically convert into Class A ordinary shares concurrently with or immediately after Pono Capital Four’s initial business combination. The conversion is on a one-for-one basis and the Class B shares have no expiration date, according to the disclosure.

How many Pono Capital Four founder shares are subject to forfeiture?

The filing states that up to 771,429 Class B ordinary shares are subject to forfeiture if the IPO over-allotment option is not fully exercised. These shares are part of the founder shares held by the sponsor Mehana Ventures LLC associated with Pono Capital Four.

What price did Pono Capital Four’s sponsor pay for its original Class B shares?

Pono Capital Four’s sponsor originally purchased 7,392,857 Class B ordinary shares for a total of $25,000. Afterward, the issuer forfeited 1,468,571 of those shares, leaving 5,550,650 Class B shares held by Mehana Ventures LLC, subject to additional potential forfeiture conditions.

Were any Pono Capital Four founder shares transferred to institutional investors?

Yes. The disclosure notes that an aggregate of 363,636 founder shares were transferred by the issuer to direct institutional investors. This transfer occurred in connection with a private placement closing simultaneously with Pono Capital Four’s initial public offering.

Does Dustin Shindo claim full beneficial ownership of the reported Pono sponsor shares?

No. The filing explains that Dustin Shindo has voting and dispositive power over the shares held by Mehana Ventures LLC but disclaims beneficial ownership of those shares, except to the extent of any pecuniary interest he may have directly or indirectly.