SAB Biotherapeutics Insider Conversion Adds 1.74M Common Shares

Rhea-AI Filing Summary

SAB Biotherapeutics insider conversion increases public float via Sessa Capital. The filing reports that Series B Convertible Preferred Stock held by Sessa Capital (Master), L.P. automatically converted into 1,740,000 common shares at an effective conversion price of $1.75 per underlying share, reflecting conversion of 17,400 preferred shares. After the conversion the Sessa Parties are reported to beneficially own 2,198,457 common shares in aggregate, held indirectly through related entities.

The Preferred Stock was purchased by the Fund for an aggregate price of $39,987,500 under a July 21, 2025 purchase agreement. The filing discloses a 4.99% beneficial ownership cap that limits further conversions that would push the Sessa Parties above that threshold. Andrew Moin is identified as a board director of the issuer and is an Analyst and Partner with the Fund; the reported holdings are described as indirect and subject to the stated ownership limitation.

Positive

• Automatic conversion completed, converting 17,400 preferred shares into 1,740,000 common shares, clarifying capital structure.
• Purchase price disclosure provided: the Fund acquired the Preferred Stock for an aggregate of $39,987,500, offering transparency on prior investment terms.
• Beneficial ownership clearly mapped through Sessa entities, and the filing discloses Andrew Moin's board role, improving governance transparency.

Negative

• Beneficial ownership cap of 4.99% restricts further conversions that would increase the Sessa Parties' stake beyond that threshold.
• Holdings reported as indirect, which may limit clarity about direct control or voting influence at the individual level.

Insights

Financial Analyst

TL;DR: Large preferred-to-common conversion adds 1.74M shares to Sessa Parties' stake but is capped at a 4.99% ownership limit.

The conversion increases the issuer's outstanding common shares held by the Sessa Parties by 1,740,000 shares, reflecting automatic conversion mechanics rather than a market purchase. The underlying implied conversion price is $1.75 per share and the Fund's original preferred purchase aggregated $39,987,500. For investors this is a non-cash share increase from conversion, not an open-market trade, and it may modestly increase free float while leaving the Sessa Parties' maximum economic stake constrained by the disclosed 4.99% cap.

Corporate Governance Expert

TL;DR: Conversion is routine under contract terms; disclosure clarifies indirect ownership and a pre-existing ownership cap.

The Form 4 clearly maps beneficial ownership through the Fund and related entities and names Andrew Moin as a director affiliated with the Fund. The filing emphasizes that the securities are held indirectly by the Fund and related Sessa entities and that each party disclaims ownership beyond pecuniary interest. The 4.99% conversion limit is a material governance mechanism that restricts control amplification through conversion, preserving existing shareholder thresholds and signaling negotiated protective terms in the purchase agreement.

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

OMB APPROVAL

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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).

1. Name and Address of Reporting Person^*

Moin Andrew

(Last) (First) (Middle)

777 W 41ST STREET, SUITE 401

(Street)

MIAMI BEACH FL 33140

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SAB Biotherapeutics, Inc. [ SABS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025

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
Common Stock	09/29/2025		M(1)		1,740,000	A	$1.75	2,198,457	I	See Footnote.(2)

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
Series B Convertible Preferred Stock	$1.75	09/29/2025		M(1)			17,400	09/29/2025(3)	(3)	Common Stock	1,740,000	(3)	211,100	I	See Footnote.(2)

Explanation of Responses:

1. Reflects the automatic conversion of Series B Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), of SAB Biotherapeutics, Inc. (the "Issuer"), held by Sessa Capital (Master), L.P. (the "Fund") into common stock, par value $0.0001 per share (the "Common Stock") of the Issuer. The Preferred Stock became automatically convertible on September 29, 2025, the first trading day following the announcement of the approval by the stockholders of the Issuer of the issuance of all Common Stock upon conversion of the Preferred Stock.

2. These securities of the Issuer are beneficially owned by (i) the Fund, directly, (ii) Sessa Capital GP, LLC, indirectly as a result of being the sole general partner of the Fund, (iii) Sessa Capital IM, L.P., indirectly as a result of being the investment adviser for the Fund, (iv) Sessa Capital IM GP, LLC, indirectly as a result of being the sole general partner of Sessa Capital IM, L.P., and (v) John Petry, indirectly as a result of being the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC (collectively, the "Sessa Parties"). Andrew Moin, an Analyst and Partner with the Fund, is a member of the board of directors of the Issuer. Each of the foregoing persons disclaims beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.

3. The Fund acquired the Preferred Stock of the Issuer for an aggregate purchase price of $39,987,500 pursuant to that certain Securities Purchase Agreement, dated July 21, 2025. The Preferred Stock is subject to a beneficial ownership limitation that prevents the Sessa Parties from converting the Preferred Stock into Common Stock to the extent that such conversion would result in the Sessa Parties beneficially owning more than 4.99% of the Issuer's Common Stock outstanding immediately following such conversion.

	/s/ Andrew Moin	10/01/2025
	** Signature of Reporting Person	Date
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FAQ

What transaction did the Form 4 for SABS report?

The Form 4 reports the automatic conversion of 17,400 Series B preferred shares into 1,740,000 common shares of SAB Biotherapeutics.

How many common shares do the Sessa Parties beneficially own after the conversion?

They are reported to beneficially own 2,198,457 common shares following the conversion.

At what price were the preferred shares acquired by the Fund?

The Fund acquired the Preferred Stock for an aggregate purchase price of $39,987,500, with an implied conversion price of $1.75 per share.

Is there any limit on converting the preferred stock into common stock?

Yes. The Preferred Stock is subject to a beneficial ownership limitation of 4.99% that prevents conversions that would push the Sessa Parties above that ownership percentage.

What is Andrew Moin's relationship to SAB Biotherapeutics?

Andrew Moin is identified as a board director of SAB Biotherapeutics and is an Analyst and Partner with the Fund that holds the converted shares.