Trust linked to Cartesian Therapeutics (RNAC) converts preferred into common
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cartesian Therapeutics, Inc. insider reporting shows a trust-related conversion of preferred stock into common stock. On April 2, 2026, Seven One Eight Three Four Irrevocable Trust elected to convert a portion of its Series A Non-Voting Convertible Preferred Stock into 758,001 shares of common stock at a stated conversion price of $0.0000 per share, all held indirectly with Elizabeth Hoge acting as trustee.
Following the conversion, the Trust holds 5,313,261 shares of common stock and 33,662.224 shares of Series A Non-Voting Convertible Preferred Stock, with the remaining preferred shares subject to a beneficial ownership limitation. A separate indirect holding reflects 506,999 shares of common stock held by Hoge's spouse. Footnotes state these securities stem from merger consideration and a private placement completed in November 2023.
Positive
- None.
Negative
- None.
Insider Trade Summary
22,740.03 shares exercised/converted
Mixed
3 txns
Insider
Hoge Elizabeth, Seven One Eight Three Four Irrevocable Trust
Role
10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Series A Non-Voting Convertible Preferred Stock | 22,740.03 | $0.00 | -- |
| Exercise | Common Stock | 758,001 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Series A Non-Voting Convertible Preferred Stock — 33,662.224 shares (Indirect, as trustee);
Common Stock — 5,313,261 shares (Indirect, as trustee)
Footnotes (1)
- On April 2, 2026, Seven One Eight Three Four Irrevocable Trust (the "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. 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. Shares are held by the Trust. The reporting person is a trustee of the Trust. 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
Common shares acquired via conversion: 758,001 shares
Preferred shares converted: 22,740.03 shares
Common shares held by trust after: 5,313,261 shares
+3 more
6 metrics
Common shares acquired via conversion
758,001 shares
Common Stock received on April 2, 2026 from preferred conversion
Preferred shares converted
22,740.03 shares
Series A Non-Voting Convertible Preferred Stock converted on April 2, 2026
Common shares held by trust after
5,313,261 shares
Total Common Stock indirectly held as trustee after transactions
Preferred shares remaining in trust
33,662.224 shares
Series A Non-Voting Convertible Preferred Stock remaining, subject to limitation
Spouse’s indirect common holdings
506,999 shares
Common Stock held indirectly by spouse as reported holding entry
Conversion price per share
$0.0000/share
Stated conversion or exercise price for preferred into common
Key Terms
Series A Non-Voting Convertible Preferred Stock, beneficial ownership limitation, merger consideration, private placement, +2 more
6 terms
Series A Non-Voting Convertible Preferred Stock financial
"elected to convert a portion of its shares of the issuer's Series A Non-Voting Convertible Preferred Stock into shares"
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 way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
irrevocable trust financial
"Seven One Eight Three Four Irrevocable Trust (the "Trust") elected to convert a portion of its shares"
derivative security financial
"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
What did the Form 4 for Cartesian Therapeutics (RNAC) report?
The Form 4 reports that a trust associated with Cartesian Therapeutics (RNAC) converted preferred stock into 758,001 common shares. The filing describes this as an exercise or conversion of a derivative security, with all shares held indirectly through a trust structure.
What are the trust’s holdings in Cartesian Therapeutics (RNAC) after the conversion?
After the conversion, the trust holds 5,313,261 shares of RNAC common stock and 33,662.224 shares of Series A Non-Voting Convertible Preferred Stock. The filing notes that the remaining preferred shares are subject to a beneficial ownership limitation under their terms.
How did the Cartesian Therapeutics (RNAC) trust initially obtain these securities?
Footnotes explain that the reported securities represent merger consideration from Cartesian Therapeutics, Inc.’s acquisition in November 2023 and additional securities purchased in a private placement during the same month, tying the position to that corporate transaction.