Sonnet BioTherapeutics (SONN) director reports stock sale tied to merger

Rhea-AI Filing Summary

Sonnet BioTherapeutics Holdings, Inc. director Susan Dexter reported a change in her holdings tied to the company’s merger with Hyperliquid Strategies Inc. On December 2, 2025, 9,643 shares of Sonnet common stock were disposed of, leaving her with zero Sonnet shares held directly after the transaction.

The transaction occurred in connection with a Business Combination Agreement among Sonnet, Rorschach I LLC, Hyperliquid Strategies Inc., and related merger subsidiaries. In this deal, Rorschach became a wholly owned subsidiary of Hyperliquid Strategies Inc., and Sonnet was merged into a separate subsidiary and survived as a direct wholly owned subsidiary of Hyperliquid Strategies Inc.

The filing notes that 8,000 restricted stock units granted on July 11, 2025 and 1,643 previously vested restricted stock units were included in these holdings. At the effective time of the merger, each Sonnet restricted stock unit was exchanged for one-fifth of a share of Hyperliquid Strategies Inc. common stock and one contingent value right, with all amounts reflecting Sonnet’s prior reverse stock splits.

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

X

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^*

Dexter Susan

(Last) (First) (Middle)

100 OVERLOOK CENTER, SUITE 102

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sonnet BioTherapeutics Holdings, Inc. [ SONN ]

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)
12/02/2025

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	12/02/2025		D		9,643(1)(2)(3)	D	(1)(2)	0	D

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

Explanation of Responses:

1. . On December 2, 2025, pursuant to the Business Combination Agreement (the "BCA"), dated July 11, 2025, by and among Sonnet BioTherapeutics Holdings, Inc. (the "Company"), Rorschach I LLC ("Rorschach"), Hyperliquid Strategies Inc ("HSI"), TBS Merger Sub Inc ("Company Merger Sub") and Rorschach Merger Sub, LLC ("Rorschach Merger Sub"), Rorschach Merger Sub merged with and into Rorschach with Rorschach surviving the merger as a direct wholly owned subsidiary of HSI and immediately following such merger, Company Merger Sub merged with and into the Company with the Company surviving the merger as a direct wholly owned subsidiary of HSI (the "Company Merger").

2. (Continued from footnote 1) Includes (i) 8,000 restricted stock units granted on July 11, 2025 which, as a result of the Company Merger, vested at the Effective Time and (ii) 1,643 vested restricted stock units held by the Reporting Person at the Effective Time. Pursuant to the BCA, each restricted stock unit was exchanged at the Effective Time for (i) one-fifth of a share of HSI Common Stock and (ii) one CVR.

3. All amounts reflect the Company's 1:22 reverse stock split effective as of August 31, 2023 and 1:8 reverse stock split effective as of September 30, 2024.

	/s/ Susan Dexter	12/03/2025
	** 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.

FAQ

What insider transaction did Sonnet BioTherapeutics (SONN) report?

The company reported that director Susan Dexter disposed of 9,643 shares of Sonnet common stock on December 2, 2025, resulting in zero Sonnet shares directly owned by her after the transaction.

How is Sonnet BioTherapeutics (SONN) involved with Hyperliquid Strategies Inc.?

Sonnet entered into a Business Combination Agreement with Hyperliquid Strategies Inc., Rorschach I LLC, and merger subsidiaries. Following the mergers, Sonnet survived as a direct wholly owned subsidiary of Hyperliquid Strategies Inc.

What happened to Susan Dexter’s restricted stock units in Sonnet (SONN)?

Her holdings included 8,000 restricted stock units granted on July 11, 2025 that vested at the merger’s effective time and 1,643 vested restricted stock units. Each unit was exchanged for one-fifth of a share of Hyperliquid Strategies Inc. common stock and one contingent value right (CVR).

What corporate steps were completed under the Business Combination Agreement involving Sonnet (SONN)?

Under the agreement, Rorschach Merger Sub, LLC merged with and into Rorschach I LLC, which became a wholly owned subsidiary of Hyperliquid Strategies Inc. Immediately after, TBS Merger Sub Inc merged with and into Sonnet, with Sonnet surviving as a wholly owned subsidiary of Hyperliquid Strategies Inc.

Did prior reverse stock splits affect the share figures reported for Sonnet (SONN)?

Yes. The filing states that all share amounts reflect Sonnet’s 1:22 reverse stock split effective as of August 31, 2023 and 1:8 reverse stock split effective as of September 30, 2024.

Is the reported Sonnet (SONN) transaction linked to a Rule 10b5-1 trading plan?

The form includes a checkbox for transactions made under a plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). That indicator appears in the header area, signaling the form can reflect such plan-based trades when applicable.