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  4. [Form 4] REZOLVE AI PLC Insider Trading Activity

Rezolve AI (RZLV) CEO holds 50,331,287 indirect, 4,698,505 direct shares

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

Rhea-AI Filing Summary

REZOLVE AI PLC (RZLV) insider Daniel Maurice Wagner, Chief Executive Officer, director and more than 10% owner, reported several equity-related changes. A pre-existing call option allowed Bradley Wickens to acquire 1,566,697 Ordinary Shares held by DBLP Sea Cow Limited at $1.48 per share; the filing specifies this was the exercise of Mr. Wickens’ contractual right and not an open-market sale by Mr. Wagner or DBLP. A separate call option over 2,025,496 Ordinary Shares at $3.00 per share expired unexercised, and those shares remained held by DBLP and are included in its beneficial ownership. On July 10, 2026, the estate of John Wagner distributed 543,993 Ordinary Shares to DBLP for no consideration, and the filing notes this also corrects a prior clerical error. Following that distribution, 50,331,287 Ordinary Shares were reported as indirectly held through DBLP, and a separate line shows 4,698,505 Ordinary Shares held directly by Mr. Wagner.

Positive

  • None.

Negative

  • None.
Insider Wagner Daniel Maurice
Role Chief Executive Officer
Type Security Shares Price Value
In-the-Money Exercise Call Option (Obligation to Sell) F3, F4, F5 1,566,697 $0.00 $0.00
Derivative Expiration Call Option (Obligation to Sell) F6, F7, F8 2,025,496 $0.00 $0.00
Estate Transfer Ordinary Shares F1, F2 543,993 $0.00 $0.00
holding Ordinary Shares -- -- --
Holdings After Transaction: Call Option (Obligation to Sell) — 0 shares (Indirect, See Footnote (5)); Call Option (Obligation to Sell) — 0 shares (Indirect, See Footnote (8)); Ordinary Shares — 50,331,287 shares (Indirect, See Footnote (2)); Ordinary Shares — 4,698,505 shares (Direct)
Footnotes (8)
  1. F1. The reported acquisition reflects the distribution on July 10, 2026 of 543,993 Ordinary Shares from the Estate of John Wagner to DBLP for no consideration. The number of shares beneficially owned following the transaction also reflects the correction of a clerical error in a prior Form 4 filing.
  2. F2. Securities are directly held by DBLP Sea Cow Limited ("DBLP"). DBLP is wholly owned by Mr. Wagner and Mr. Wagner is a director of DBLP. Mr. Wagner may be deemed to share voting and investment power over the shares held by DBLP.
  3. F3. This Form 4 reports the exercise by Bradley Wickens of a pre-existing call option first exercisable on December 21, 2018.
  4. F4. The option gave Mr. Wickens a pre-existing contractual right to acquire 1,566,697 Ordinary Shares held by DBLP at $1.48 per share. Mr. Wickens exercised that right; the transaction was not an open-market sale by the Reporting Person or DBLP.
  5. F5. The shares were directly held by DBLP and had been excluded from DBLP's beneficial ownership while subject to Mr. Wickens' call option.
  6. F6. This Form 4 voluntarily reports the expiration of a separate pre-existing call option first exercisable on December 21, 2018.
  7. F7. The separate call option gave Mr. Wickens a right to acquire 2,025,496 Ordinary Shares held by DBLP at $3.00 per share. Mr. Wickens did not exercise that right and the option expired in accordance with its terms.
  8. F8. The 2,025,496 shares remained directly held by DBLP throughout and, following expiration of the option, are included in DBLP's beneficial ownership.
Shares under $1.48 call option 1,566,697 Ordinary Shares Acquired by Bradley Wickens via pre-existing call option at $1.48 per share
Exercise price of first call option $1.48 per share Contractual right over 1,566,697 Ordinary Shares held by DBLP
Shares under $3.00 call option 2,025,496 Ordinary Shares Separate call option that expired unexercised at $3.00 per share
Exercise price of second call option $3.00 per share Right to acquire 2,025,496 Ordinary Shares held by DBLP, not exercised
Estate distribution to DBLP 543,993 Ordinary Shares Distributed from Estate of John Wagner to DBLP for no consideration on July 10, 2026
Indirect holdings through DBLP 50,331,287 Ordinary Shares Beneficially owned following the July 10, 2026 distribution and clerical correction
Direct holdings by Daniel Wagner 4,698,505 Ordinary Shares Reported direct ownership position as of July 10, 2026
call option financial
"The option gave Mr. Wickens a pre-existing contractual right to acquire"
A call option is a contract that gives its buyer the right, but not the obligation, to buy a specific number of shares at a predetermined price within a set time period. Think of it as a refundable reservation to buy an item later at today’s price: you pay a fee up front and can profit if the stock rises, while your downside is limited to that fee; investors use calls to gain leverage, speculate on upside, or hedge positions without owning the shares.
beneficial ownership financial
"are included in DBLP's 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.
laws of descent and distribution financial
"Acquisition or disposition by will or laws of descent and distribution"
short derivative position financial
"Expiration of short derivative position"
voting and investment power financial
"may be deemed to share voting and investment power over the shares"

FAQ

What derivative transactions did RZLV CEO Daniel Wagner report on this Form 4?
The Form 4 reports a call option exercise enabling Bradley Wickens to acquire 1,566,697 Ordinary Shares at $1.48 per share from DBLP and the expiration of a separate call option over 2,025,496 Ordinary Shares at $3.00 per share, which was not exercised.

Did Daniel Wagner sell RZLV shares in the open market?
No. The filing states that Bradley Wickens exercised a pre-existing call option to acquire 1,566,697 Ordinary Shares at $1.48 per share and clarifies that this was not an open-market sale by the reporting person or DBLP.

How many RZLV shares were distributed from the Estate of John Wagner to DBLP?
The Form 4 states that the Estate of John Wagner distributed 543,993 Ordinary Shares to DBLP Sea Cow Limited on July 10, 2026 for no consideration, and this distribution also helped correct a clerical error in a prior Form 4 filing.

What is Daniel Wagner’s indirect ownership in RZLV after the reported estate distribution?
After the July 10, 2026 distribution, the filing reports 50,331,287 Ordinary Shares indirectly held through DBLP Sea Cow Limited, which is wholly owned by Mr. Wagner, who may be deemed to share voting and investment power over those shares.

How many RZLV shares does Daniel Wagner hold directly according to this Form 4?
A separate line in the Form 4 shows 4,698,505 Ordinary Shares held directly by Daniel Maurice Wagner, in addition to the indirect holdings through DBLP Sea Cow Limited.

What happened to the 2,025,496 RZLV shares subject to the $3.00 call option?
The filing explains that the call option giving Bradley Wickens the right to acquire 2,025,496 Ordinary Shares at $3.00 per share expired unexercised, and those shares remained directly held by DBLP and are included in its beneficial ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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*
Wagner Daniel Maurice
(Last)(First)(Middle)
C/O REZOLVE AI PLC
21 SACKVILLE STREET
(Street)
LONDON
(City)(State)(Zip)
UNITED KINGDOM
(Country)		2. Issuer Name and Ticker or Trading Symbol
REZOLVE AI PLC [ RZLV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026		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
Ordinary Shares07/10/2026W543,993A$050,331,287(1)ISee Footnote (2)(2)
Ordinary Shares4,698,505D
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
Call Option (Obligation to Sell)$1.4808/16/2026(3)X1,566,697(4)09/18/202408/16/2026Ordinary Shares1,566,697$0.000ISee Footnote (5)(5)
Call Option (Obligation to Sell)$308/16/2026(6)EV2,025,496(7)09/18/202408/16/2026Ordinary Shares2,025,496$0.000ISee Footnote (8)(8)
Explanation of Responses:
1. The reported acquisition reflects the distribution on July 10, 2026 of 543,993 Ordinary Shares from the Estate of John Wagner to DBLP for no consideration. The number of shares beneficially owned following the transaction also reflects the correction of a clerical error in a prior Form 4 filing.
2. Securities are directly held by DBLP Sea Cow Limited ("DBLP"). DBLP is wholly owned by Mr. Wagner and Mr. Wagner is a director of DBLP. Mr. Wagner may be deemed to share voting and investment power over the shares held by DBLP.
3. This Form 4 reports the exercise by Bradley Wickens of a pre-existing call option first exercisable on December 21, 2018.
4. The option gave Mr. Wickens a pre-existing contractual right to acquire 1,566,697 Ordinary Shares held by DBLP at $1.48 per share. Mr. Wickens exercised that right; the transaction was not an open-market sale by the Reporting Person or DBLP.
5. The shares were directly held by DBLP and had been excluded from DBLP's beneficial ownership while subject to Mr. Wickens' call option.
6. This Form 4 voluntarily reports the expiration of a separate pre-existing call option first exercisable on December 21, 2018.
7. The separate call option gave Mr. Wickens a right to acquire 2,025,496 Ordinary Shares held by DBLP at $3.00 per share. Mr. Wickens did not exercise that right and the option expired in accordance with its terms.
8. The 2,025,496 shares remained directly held by DBLP throughout and, following expiration of the option, are included in DBLP's beneficial ownership.
/s/ Daniel Maurice Wagner08/28/2026
** 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