Ridgepost Capital (RPC) director granted RSUs, with shares withheld for tax

Rhea-AI Filing Summary

Ridgepost Capital, Inc. director and officer Sarsfield Luke A. III reported multiple equity-related transactions. On February 17, 2026, he received grants of 175,644 and 64,100 restricted stock units (RSUs), each representing one share of Class A common stock upon vesting. On February 14, 2026, previously granted RSUs covering 29,739 and 15,914 units were exercised into the same number of Class A shares. To cover tax obligations, 24,966 Class A shares were withheld at $8.70 per share, leaving him with 306,318 Class A shares owned directly after these transactions.

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

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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^*

Sarsfield Luke A. III

(Last) (First) (Middle)

C/O RIDGEPOST CAPITAL, INC.

2699 HOWELL STREET, SUITE 1000

(Street)

DALLAS TX 75204

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ridgepost Capital, Inc. [ RPC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

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
Class A Common Stock	02/14/2026		M		29,739	A	(1)	315,370	D
Class A Common Stock	02/14/2026		M		15,914	A	(1)	331,284	D
Class A Common Stock	02/14/2026		F		24,966	D	$8.7	306,318	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
Restricted Stock Units	(1)	02/14/2026		M			29,739	(2)	(2)	Class A Commmon Stock	29,739	$0	89,215	D
Restricted Stock Units	(1)	02/14/2026		M			15,914	(3)	(3)	Class A Commmon Stock	15,914	$0	0	D
Restricted Stock Units	(1)	02/17/2026		A		175,644		(4)	(4)	Class A Commmon Stock	175,644	$0	175,644	D
Restricted Stock Units	(1)	02/17/2026		A		64,100		(5)	(5)	Class A Commmon Stock	64,100	$0	64,100	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.

2. On February 14, 2025, the reporting person was granted RSUs, which vest ratably on the first, second, third and fourth anniversaries of the grant date, provided that the reporting person remains in continuous service with the Issuer through each such vesting date.

3. On February 14, 2025, the reporting person was granted RSUs, all of which vested on the first anniversary of the grant date.

4. On February 17, 2026, the reporting person was granted RSUs, which vest ratably on the first, second, third and fourth anniversaries of the grant date, provided that the reporting person remains in continuous service with the Issuer through each such vesting date.

5. On February 17, 2026, the reporting person was granted RSUs, all of which vest on the first anniversary of the grant date, provided that the reporting person remains in continuous service with the Issuer through such vesting date.

Remarks:

Chairman & Chief Executive Officer Exhibit 24 - Power of Attorney

	/s/ Amanda Coussens, Attorney-in-Fact for Luke A. Sarsfield III	02/18/2026
	** 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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FAQ

What insider transactions did Ridgepost Capital (RPC) report for Sarsfield Luke A. III?

Ridgepost Capital reported that Sarsfield Luke A. III received large RSU grants and exercised earlier RSUs into Class A common stock, with some shares withheld to cover taxes, reflecting equity-based compensation and related tax-settlement activity.

How many restricted stock units were granted to the Ridgepost Capital director in this Form 4?

The director received two new grants totaling 239,744 restricted stock units: 175,644 RSUs and 64,100 RSUs on February 17, 2026. Each RSU represents a right to receive one share of Ridgepost Capital’s Class A common stock upon vesting, subject to continued service conditions.

What RSU vesting terms apply to the Ridgepost Capital grants reported?

The filing states some RSUs vest ratably over four years, on each of the first four anniversaries of the grant date, while another portion vests entirely on the first anniversary, in each case requiring the reporting person’s continuous service with Ridgepost Capital through the applicable vesting dates.

How many Ridgepost Capital RSUs were converted into Class A common stock?

On February 14, 2026, previously granted restricted stock units covering 29,739 and 15,914 units were exercised or converted, delivering an equal number of Class A common shares. These derivative exercises increased the director’s directly owned common stock position before tax withholding adjustments.

Why were Ridgepost Capital Class A shares disposed of in this Form 4 filing?

The filing shows a disposition of 24,966 Class A shares coded “F,” indicating shares were withheld at $8.70 per share to satisfy tax liabilities or exercise costs, rather than sold in an open-market transaction, as part of settling equity compensation obligations.

What is the director’s Ridgepost Capital Class A share ownership after these transactions?

After the reported RSU conversions and tax-withholding disposition, the director directly owns 306,318 shares of Ridgepost Capital Class A common stock. This figure reflects the net position following both the acquisition of shares from RSU exercises and the shares withheld for tax purposes.