[Form 4] Vestand Inc. Insider Trading Activity

Rhea-AI Filing Summary

James Chae, a director of Vestand Inc. (VSTD), reported multiple changes in his beneficial ownership of Class A common stock and derivative securities. The Form 4 shows a sale of 49,900 shares on 11/06/2023 at $0.85 per share and a sale of 5,000 shares on 09/25/2025 at $1.93 per share. He made gifts of 1,000 shares on 05/13/2024 and 2,500 shares on 09/23/2024. Corporate actions noted include a 1-for-10 reverse split effected 11/27/2023 and a 4-for-1 forward split effected 07/30/2025, which are reflected in the reported ownership figures. On 03/24/2025 Mr. Chae acquired a warrant to purchase 280,000 shares in exchange for cancellation of $700,000 debt; the warrant has a $0.01 exercise price but is subject to a 4.99% beneficial ownership limitation and is currently not exercisable. The Form is signed 10/02/2025.

Positive

• Debt converted to equity upside: $700,000 debt exchanged for a warrant to purchase 280,000 shares, aligning creditor and equity interests
• Clear disclosure of corporate actions: Reverse split (1-for-10) and forward split (4-for-1) are documented and applied to ownership figures

Negative

• Insider share sales: Dispositions of 49,900 shares (11/06/2023) and 5,000 shares (09/25/2025) were reported
• Warrant currently non-exercisable: The 280,000-share warrant is subject to a 4.99% beneficial ownership limitation and is not exercisable now, limiting immediate clarity on dilution timing

Insights

Securities Analyst

TL;DR: Insider recorded modest sales and a debt-for-warrant conversion with ownership limits, producing limited immediate market impact.

The reported sales on 11/06/2023 and 09/25/2025 are relatively small single-digit transactions compared with the total reported holdings and follow corporate stock splits that materially changed share counts. The debt cancellation for a warrant exchange converts creditor exposure into equity upside potential, but the 4.99% beneficial ownership cap prevents immediate full exercise and limits dilutive impact. These items are routine insider actions rather than material governance shifts.

Corporate Governance Expert

TL;DR: Transactions show standard director compensation, gifts, and a debt settlement via a warrant with protective ownership limits.

Compensation-related transfers and gifts are disclosed, and the warrant-for-debt arrangement is documented with explicit exercise restrictions and timing. The director status change (served until August 6, 2025) and the existence of ownership limitations are governance-relevant details; however, the Form 4 does not disclose any material governance disputes, related-party irregularities, or unusual acceleration terms. Overall, disclosures comply with Section 16 reporting requirements.

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

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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^*

Chae James

(Last) (First) (Middle)

6940 BEACH BLVD SUITE D-705

(Street)

BUENA PARK CA 90621

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vestand Inc. [ VSTD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2023

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
Class A common stock, $0.0001 par value	11/06/2023		S(1)		49,900	D	$0.85(2)	7,111,000	D
Class A common stock, $0.0001 par value	05/13/2024		G(3)		1,000	D	$0	647,100(4)	D
Class A common stock, $0.0001 par value	09/23/2024		G(3)		2,500	D	$0	644,600	D
Class A common stock, $0.0001 par value	09/25/2025		S		5,000	D	$1.93	2,573,400(5)	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
Warrant to Purchase Common Stock	$0.025(5)	03/24/2025		A(6)		280,000		(7)	03/24/2035	Class A common stock, $0.0001 par value	1,120,000(5)	$700,000(6)	280,000	D

Explanation of Responses:

1. Transfer as compensation for services rendered.

2. Based on NASDAQ closing price on the transaction date.

3. Gifts to employees of Issuer for no consideration.

4. On 11/27/2023, the Issuer effected a 1-for-10 reverse stock split. The ownership figure reported here reflects that split, as well as the disposition by the Reporting Person of 63,000 shares, as reported on the Form 4 filed by the Reporting Person on 12/19/2023.

5. On 07/30/2025, the Issuer effected a 4-for-1 forward stock split. The value reported here reflects that split.

6. On 03/24/2025, the Reporting Person acquired a warrant to purchase 280,000 shares of Class A common stock, with an exercise price of $0.01 per share and subject to a Beneficial Ownership Limitation (as defined therein) of 4.99%, in exchange for the cancellation of indebtedness of $700,000 owed by the Issuer to the Reporting Person. The Reporting Person served as a director of the Issuer until August 6, 2025.

7. Due to the Beneficial Ownership Limitation and the Reporting Person's current ownership of Class A common stock, none of the Warrant is currently exercisable by the Reporting Person.

	/s/ James Chae	10/02/2025
	** 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 transactions did Vestand Inc. insider James Chae report on Form 4 (VSTD)?

He sold 49,900 shares on 11/06/2023 at $0.85 and 5,000 shares on 09/25/2025 at $1.93; he gifted 1,000 and 2,500 shares on 05/13/2024 and 09/23/2024 respectively.

Did the Form 4 report any corporate actions that affect share counts for VSTD?

Yes. A 1-for-10 reverse split on 11/27/2023 and a 4-for-1 forward split on 07/30/2025 are disclosed and applied to ownership figures.

What debt-related transaction did James Chae disclose for VSTD?

On 03/24/2025 he exchanged cancellation of $700,000 owed by the issuer for a warrant to purchase 280,000 shares at $0.01 per share.

Is the 280,000-share warrant exercisable now according to the Form 4?

No. The warrant is subject to a 4.99% beneficial ownership limitation and is currently not exercisable by the reporting person.

What was James Chae's role at Vestand and did it change?

He served as a director of the issuer and the filing notes he served until August 6, 2025.