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  4. [Form 4] Pono Capital Four, Inc. Insider Trading Activity

Pono Capital Four (PONOU) sponsor entity holds $1.6M in private units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Pono Capital Four, Inc. reported insider-related purchases tied to its sponsor entity. An entity associated with CEO and Chairman Dustin M. Shindo, Mehana Ventures LLC, owns 160,000 private units, each consisting of one Class A ordinary share and one right. The Form 4 shows indirect purchases of 160,000 rights to receive Class A ordinary shares and 160,000 Class A ordinary shares on March 16, 2026, with 160,000 shares held indirectly after each transaction. Footnotes state the private units were originally purchased at $10 per unit for an aggregate $1,600,000. Each right automatically converts into one-fifth of one Class A ordinary share upon completion of the issuer’s initial business combination. Shindo, through Mehana Management LLC, has voting and dispositive power over the sponsor’s holdings but disclaims beneficial ownership beyond any pecuniary interest.

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Insights

Sponsor entity associated with Pono’s CEO reports a $1.6M unit position.

Mehana Ventures LLC, the sponsor of Pono Capital Four, holds 160,000 private units, each made up of one Class A share and one right. Footnotes state these units were bought at $10 each, totaling $1,600,000.

The Form 4 records indirect open‑market purchases of 160,000 rights and 160,000 Class A ordinary shares, both attributed to the sponsor. Each right converts into one‑fifth of a share after an initial business combination, creating additional equity exposure at that milestone.

Dustin M. Shindo has voting and dispositive power over the sponsor’s holdings via Mehana Management LLC, yet he expressly disclaims beneficial ownership beyond any pecuniary interest. The filing highlights sponsor‑level capital at risk rather than a new direct personal position.

Insider Shindo Dustin M
Role CEO and Chairman
Bought 320,000 shs ($0.00)
Type Security Shares Price Value
Purchase Rights to receive Class A ordinary shares 160,000 $0.00 --
Purchase Class A Ordinary Shares 160,000 $0.00 --
Holdings After Transaction: Rights to receive Class A ordinary shares — 160,000 shares (Indirect, See Footnote); Class A Ordinary Shares — 160,000 shares (Indirect, See Footnote)
Footnotes (1)
  1. Reflects the 160,000 private units owned by Mehana Ventures LLC, the Issuer's sponsor. Each private unit consists of one Class A ordinary share and one right. The private units were purchased at $10 per unit for an aggregate purchase price of $1,600,000. 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. Each right converts automatically into one-fifth of one Class A ordinary share upon the consummation of an initial business combination of the Issuer.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Shindo Dustin M
(Last)(First)(Middle)
4348 WAIALAE AVE, #632
(Street)
HONOLULU HAWAII 96816
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Pono Capital Four, Inc. [ PONO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO and Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
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)
CodeVAmount(A) or (D)Price
Class A Ordinary Shares03/16/2026P160,000A(1)160,000ISee Footnote(1)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Rights to receive Class A ordinary shares(2)03/16/2026P160,000 (2) (2)Class A Ordinary Shares32,000(1)160,000ISee Footnote(1)
Explanation of Responses:
1. Reflects the 160,000 private units owned by Mehana Ventures LLC, the Issuer's sponsor. Each private unit consists of one Class A ordinary share and one right. The private units were purchased at $10 per unit for an aggregate purchase price of $1,600,000. 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.
2. Each right converts automatically into one-fifth of one Class A ordinary share upon the consummation of an initial business combination of the Issuer.
/s/ Dustin Shindo03/18/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Pono Capital Four (PONOU) report for Dustin Shindo?

Pono Capital Four reported indirect open-market purchases linked to CEO Dustin Shindo. A sponsor entity acquired 160,000 rights and 160,000 Class A ordinary shares, all held indirectly. The filing attributes voting and dispositive power to Shindo through the sponsor’s managing entity.

How many private units of Pono Capital Four’s sponsor are reported and at what cost?

The sponsor, Mehana Ventures LLC, is reported as owning 160,000 private units. Footnotes state these units were purchased at $10 per unit, for a total cost of $1,600,000. Each unit consists of one Class A ordinary share and one right.

What do Pono Capital Four’s private units held by the sponsor consist of?

Each private unit consists of one Class A ordinary share and one right. With 160,000 private units owned by the sponsor, this corresponds to 160,000 Class A shares and 160,000 rights, as described in the footnotes of the insider report.

How do the rights reported in Pono Capital Four’s Form 4 convert into shares?

Each right automatically converts into one-fifth of one Class A ordinary share. This conversion occurs upon the consummation of Pono Capital Four’s initial business combination, creating additional Class A shares at that future transaction milestone.

Does Dustin Shindo directly own the Pono Capital Four shares reported in this Form 4?

The reported holdings are owned by Mehana Ventures LLC, the sponsor. Dustin Shindo has voting and dispositive power via Mehana Management LLC but disclaims beneficial ownership, except to the extent of any pecuniary interest he may have in those securities.

What is the total number of Pono Capital Four securities bought in these insider transactions?

The transaction summary shows net purchases of 320,000 securities. This includes 160,000 rights to receive Class A ordinary shares and 160,000 Class A ordinary shares, all held indirectly through the sponsor entity associated with the CEO.