Rank One Computing (ROC) execs extend IPO lock-up, keep insider stake sidelined
Rhea-AI Filing Summary
Rank One Computing Corporation (ROC) entered into new Lock-Up Agreements on August 19, 2026 with certain executive management members. These agreements restrict them from selling, transferring, or otherwise disposing of their Rank One common stock or related convertible or exercisable securities until February 23, 2027, subject to limited exceptions.
The covered executives beneficially own about 54% of total outstanding common shares and 66% of non‑publicly traded common shares as of August 18, 2026. Their voluntary lock-up extends by six months the original six‑month IPO-related lock-up period, effectively maintaining a large insider ownership stake off the market for approximately one year.
Positive
- Executives voluntarily locked up about 54% of total outstanding shares and 66% of non‑publicly traded shares until February 23, 2027, limiting potential insider selling in the near term.
Negative
- None.
8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Insider beneficial ownership locked up (total shares): 54%
Insider beneficial ownership locked up (non-publicly traded shares): 66%
Lock-up start date: August 19, 2026
+2 more
5 metrics
Insider beneficial ownership locked up (total shares)
54%
Beneficial ownership of total outstanding common stock held by Lock-Up Holders as of August 18, 2026
Insider beneficial ownership locked up (non-publicly traded shares)
66%
Beneficial ownership of outstanding non‑publicly traded common stock held by Lock-Up Holders as of August 18, 2026
Lock-up start date
August 19, 2026
Date Rank One Computing and Lock-Up Holders entered into the Lock-Up Agreements
Lock-up end date
February 23, 2027
Date until which Lock-Up Holders agreed not to dispose of their covered securities
Additional lock-up extension
six months
Extension period beyond the original six‑month IPO-related lock-up for the same holders
Key Terms
Lock-Up Agreement, beneficial ownership, initial public offering, emerging growth company
4 terms
Lock-Up Agreement financial
"entered into lock-up agreements (each, a “Lock-Up Agreement”) with certain members"
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
beneficial ownership financial
"The shares of Common Stock held by the Lock-Up Holders represent beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
initial public offering financial
"original six-month lock-up period applicable to the Lock-Up Holders as established in connection with the Company’s initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
FAQ
What did Rank One Computing (ROC) announce regarding new lock-up agreements?
Rank One Computing entered into new Lock-Up Agreements with certain executives on August 19, 2026. These agreements prevent them from selling or transferring their common stock and related securities until February 23, 2027, subject to specified exceptions, effectively extending the prior IPO lock-up period.
How much of Rank One Computing’s (ROC) stock is covered by the new lock-up?
The Lock-Up Holders beneficially own about 54% of Rank One’s total outstanding common stock. They also hold roughly 66% of the outstanding common shares that are not publicly traded, all of which are subject to the new lock-up as of August 18, 2026.
How long will the Rank One Computing (ROC) executives’ lock-up remain in effect?
The executives’ voluntary lock-up runs from August 19, 2026 through February 23, 2027. During this period, they agreed not to offer, sell, or otherwise dispose of their Rank One common stock or related convertible or exercisable securities, except under specified limited exceptions.
How does the new lock-up relate to Rank One Computing’s (ROC) IPO restrictions?
The new agreements extend by six months the original six‑month IPO-related lock-up period for the same executive holders. Combined, this keeps a substantial insider stake locked for about twelve months, following the restrictions established in connection with Rank One’s initial public offering.
Who are the Lock-Up Holders in the Rank One Computing (ROC) agreement?
The Lock-Up Holders are certain members of Rank One Computing’s executive management team. As a group, they beneficially own approximately 54% of total and 66% of non‑publicly traded outstanding common shares that are now subject to the extended lock-up period.
Where can investors find the full terms of Rank One Computing’s (ROC) lock-up agreements?
A form of the Lock-Up Agreement is included as Exhibit 10.1 to the company’s report and is incorporated by reference. That exhibit provides the complete legal terms, conditions, and exceptions governing the executives’ lock-up commitments through February 23, 2027.
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