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Safeguard Acquisition (SAC) sponsor acquires 470,000 Class A shares at $10

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

Rhea-AI Filing Summary

Safeguard Acquisition Corp. reported that its sponsor entity, Safeguard Acquisition Management LLC, acquired 470,000 Class A ordinary shares on December 5, 2025 in a non-derivative transaction coded as a grant, award, or other acquisition. These shares are within 470,000 of the issuer's Private Placement Units, which the sponsor purchased for $10.00 per Private Placement Unit as described in the company’s registration statement. The sponsor is the record holder of the reported shares. Frank W. Bachinsky III and Mark A. Gottfredson, as managing members of the sponsor, may be deemed to have beneficial ownership but each disclaims beneficial ownership beyond any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Safeguard Acquisition Management LLC, Bachinsky III Frank W., Gottfredson Mark A.
Role Director, 10% Owner | Chief Operating Officer | Chief Executive Officer
Type Security Shares Price Value
Grant/Award Class A ordinary shares 470,000 $10.00 $4.70M
Holdings After Transaction: Class A ordinary shares — 470,000 shares (Direct)
Footnotes (1)
  1. The reported shares of Class A ordinary shares are within 470,000 of the Issuer's Private Placement Units, as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-291300), purchased by Safeguard Acquisition Management LLC (the "Sponsor") for $10.00 per Private Placement Unit. The Sponsor is the record holder of the shares reported herein. Frank W. Bachinsky III and Mark A. Gottfredson are the managing members of the Sponsor. As such, Messrs. Bachinsky and Gottfredson may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Form 4 Insider Transactions: What Each Field Means →
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
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*
Safeguard Acquisition Management LLC
(Last) (First) (Middle)
C/O SAFEGUARD ACQUISITION CORP.
7251 WEST LAKE MEAD BOULEVARD, SUITE 300
(Street)
LAS VEGAS NV 89128
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Safeguard Acquisition Corp. [ SAC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by Deputization
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Class A ordinary shares 12/05/2025 A(1) 470,000 A $10 470,000 D(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
1. Name and Address of Reporting Person*
Safeguard Acquisition Management LLC
(Last) (First) (Middle)
C/O SAFEGUARD ACQUISITION CORP.
7251 WEST LAKE MEAD BOULEVARD, SUITE 300
(Street)
LAS VEGAS NV 89128
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by Deputization
1. Name and Address of Reporting Person*
Bachinsky III Frank W.
(Last) (First) (Middle)
C/O SAFEGUARD ACQUISITION CORP
7251 WEST LAKE MEAD BOULEVARD, SUITE 300
(Street)
LAS VEGAS NV 89128
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
1. Name and Address of Reporting Person*
Gottfredson Mark A.
(Last) (First) (Middle)
C/O SAFEGUARD ACQUISITION CORP.
7251 WEST LAKE MEAD BOULEVARD, SUITE 300
(Street)
LAS VEGAS NV 89128
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
Explanation of Responses:
1. The reported shares of Class A ordinary shares are within 470,000 of the Issuer's Private Placement Units, as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-291300), purchased by Safeguard Acquisition Management LLC (the "Sponsor") for $10.00 per Private Placement Unit.
2. The Sponsor is the record holder of the shares reported herein. Frank W. Bachinsky III and Mark A. Gottfredson are the managing members of the Sponsor. As such, Messrs. Bachinsky and Gottfredson may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
/s/ Jordan Leon, Attorney-in-Fact for Safeguard Acquisition Management LLC 02/19/2026
/s/ Jordan Leon, Attorney-in-Fact for Frank W. Bachinsky III 02/19/2026
/s/ Jordan Leon, Attorney-in-Fact for Mark A. Gottfredson 02/19/2026
** Signature of Reporting Person Date
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did SAC report on this Form 4?

Safeguard Acquisition Corp. reported its sponsor acquiring 470,000 Class A ordinary shares in a non-derivative transaction. The acquisition is tied to Private Placement Units purchased for $10.00 per unit by Safeguard Acquisition Management LLC.

Who is the record holder of the 470,000 SAC Class A shares?

The Safeguard Acquisition Management LLC sponsor is the record holder of the 470,000 Class A ordinary shares. This entity purchased related Private Placement Units at $10.00 per unit, and the shares are reported in its name.

What role do Frank W. Bachinsky III and Mark A. Gottfredson have in this SAC transaction?

Frank W. Bachinsky III and Mark A. Gottfredson are managing members of the sponsor that holds the shares. They may be deemed beneficial owners but disclaim ownership beyond any pecuniary interest in the securities held by the sponsor.

At what price were the SAC Private Placement Units tied to these shares purchased?

The Private Placement Units associated with the reported 470,000 Class A ordinary shares were purchased by the sponsor for $10.00 per Private Placement Unit, as described in Safeguard Acquisition Corp.’s Form S-1 registration statement.

What does the transaction code on SAC’s Form 4 indicate?

The Form 4 shows transaction code A, meaning a grant, award, or other acquisition of non-derivative securities. It reflects the sponsor’s acquisition of 470,000 Class A ordinary shares rather than an open-market purchase or sale.