Trust converts RNAC preferred into common shares
Cartesian Therapeutics, Inc. insider filing shows a trust converting preferred stock into common shares.
Rhea-AI Filing Summary
Cartesian Therapeutics, Inc. insider filing shows a trust converting preferred stock into common shares. On April 2, 2026, a trust for the benefit of Murat Kalayoglu’s spouse and children exercised 22,740.03 shares of Series A Non-Voting Convertible Preferred Stock to acquire 758,001 shares of common stock at a conversion price of $0.00 per share.
After the transaction, the trust held 33,662.224 shares of the preferred stock and 5,313,261 shares of common stock indirectly. Murat Kalayoglu also held 506,999 shares of common stock directly. The filing reflects a derivative exercise and conversion, not an open-market purchase or sale.
Positive
- None.
Negative
- None.
Insider Trade Summary
22,740.03 shares exercised/converted
Exercise
3 txns
Insider
Kalayoglu Murat
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Series A Non-Voting Convertible Preferred Stock | 22,740.03 | $0.00 | $0.00 |
| Exercise | Common Stock | 758,001 | $0.00 | $0.00 |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Series A Non-Voting Convertible Preferred Stock — 33,662.224 contracts (Indirect, by trust);
Common Stock — 5,313,261 shares (Indirect, by trust);
Common Stock — 506,999 shares (Direct)
Footnotes (3)
- F1. On April 2, 2026, a trust (the "Trust") for the benefit of the reporting person's spouse and children elected to convert a portion of its shares of the issuer's Series A Non-Voting Convertible Preferred Stock into shares of the issuer's common stock. The remaining shares of the issuer's Series A Non-Voting Convertible Preferred Stock held by the Trust are subject to a beneficial ownership limitation.
- F2. Shares are held by the Trust for the benefit of the reporting person's spouse and children. The reporting person's spouse is a trustee of the Trust.
- F3. On November 13, 2023, the issuer acquired the private Delaware corporation which was then known as Cartesian Therapeutics, Inc. in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023 (the "Merger"). These securities represent merger consideration payable as a result of the closing of the Merger and securities purchased in a private placement in November 2023.
Key Figures
Preferred shares exercised: 22,740.03 shares
Common shares acquired: 758,001 shares
Conversion price: $0.00 per share
+3 more
6 metrics
Preferred shares exercised
22,740.03 shares
Series A Non-Voting Convertible Preferred Stock exercised on April 2, 2026
Common shares acquired
758,001 shares
Common stock received upon preferred conversion on April 2, 2026
Conversion price
$0.00 per share
Stated conversion price for preferred into common stock
Preferred shares remaining
33,662.224 shares
Series A Non-Voting Convertible Preferred Stock held by trust after conversion
Indirect common holdings
5,313,261 shares
Common stock held indirectly by trust following transactions
Direct common holdings
506,999 shares
Common stock held directly by Murat Kalayoglu after reported transactions
Key Terms
Series A Non-Voting Convertible Preferred Stock, beneficial ownership limitation, merger consideration, private placement, +1 more
5 terms
Series A Non-Voting Convertible Preferred Stock financial
"a trust ... elected to convert a portion of its shares of the issuer's Series A Non-Voting Convertible Preferred Stock into shares of the issuer's common stock"
Series A non-voting convertible preferred stock is an early-round ownership share that gives holders priority over common shareholders for payouts and protections, but does not grant voting control. It can be exchanged later for common shares—like a coupon that can be turned into regular stock—allowing investors to share in upside while limiting immediate influence on company decisions; this affects potential returns, dilution for other shareholders, and the balance of control in future financing or sale events.
beneficial ownership limitation financial
"The remaining shares of the issuer's Series A Non-Voting Convertible Preferred Stock held by the Trust are subject to a beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
merger consideration financial
"These securities represent merger consideration payable as a result of the closing of the Merger"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
private placement financial
"and securities purchased in a private placement in November 2023"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
derivative security financial
"transaction code description: Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider activity did RNAC report for Murat Kalayoglu?
The filing shows a trust associated with Murat Kalayoglu converted Series A Non-Voting Convertible Preferred Stock into 758,001 shares of common stock. This was a derivative exercise at a $0.00 per share conversion price, not an open-market buy or sell transaction.
What are Murat Kalayoglu’s reported RNAC holdings after the transactions?
Following the conversion, the trust held 5,313,261 shares of Cartesian Therapeutics common stock indirectly, plus 33,662.224 remaining preferred shares. Separately, Murat Kalayoglu held 506,999 common shares directly, giving him both indirect and direct ownership interests reported in the filing.
Did the RNAC Form 4 include any insider sales or gifts?
The Form 4 data show derivative exercises and updated holdings, but no reported open-market sales, gifts, or tax-withholding dispositions. Transactions were coded as derivative exercises or conversions, with one additional line item reflecting updated direct common stock holdings only.
AI-generated analysis. How Rhea-AI works. Not financial advice.
