Waste Energy CEO granted 22.5M new shares

Rhea-AI Filing Summary

WASTE ENERGY CORP. (WAST) reported that Chairman and CEO Scott Gallagher acquired common stock through equity awards and compensation settlement. On September 17, 2026, 15,000,000 restricted shares of common stock were issued to 221 Cap, LLC, an entity he controls, under an Executive Consulting and Management Services Agreement effective September 1, 2026; these shares vest in three equal installments of 5,000,000 on September 1, 2026, 2027 and 2028 and are subject to transfer restrictions, forfeiture and cancellation.

On September 16, 2026, Gallagher was issued 7,500,000 restricted shares of common stock directly in satisfaction of $37,500 of accrued and unpaid compensation or other amounts owed, based on an agreed conversion value of $0.005 per share, with no cash consideration paid. After the September 17, 2026 transaction, he beneficially owned 24,230,714 shares in total, consisting of 9,230,714 held directly and 15,000,000 held indirectly through 221 Cap, LLC. The board of directors approved these transactions, which are reported as acquisitions pursuant to Rule 16b-3(d).

Insider Trade Summary

Grant/Award: 22,500,000 shares

Grant/Award 2 txns

Insider GALLAGHER SCOTT

Role Chairman and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F3, F4, F1	15,000,000	$0.00	$0.00
Grant/Award	Common Stock F2, F4	7,500,000	$0.005	$38K

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 24,280,714 shares (Indirect, By 221 Cap, LLC)

Footnotes (4)

1. F1. Represents 15,000,000 restricted shares of common stock issued to 221 Cap, LLC pursuant to the Executive Consulting and Management Services Agreement effective September 1, 2026. The Reporting Person controls 221 Cap, LLC and is deemed to beneficially own the shares held by that entity. The award vests 5,000,000 shares on September 1, 2026, 5,000,000 shares on September 1, 2027 and 5,000,000 shares on September 1, 2028. Unvested shares are subject to transfer restrictions, forfeiture and cancellation under the agreement.
2. F2. Represents 7,500,000 restricted shares of common stock issued directly to the Reporting Person in satisfaction of $37,500 of accrued and unpaid compensation or other amounts owed by the Issuer, based on an agreed conversion value of $0.005 per share. No cash consideration was paid by the Reporting Person in connection with the acquisition.
3. F3. Following the September 17, 2026 transaction, the Reporting Person beneficially owned an aggregate of 24,230,714 shares: 9,230,714 shares held directly and 15,000,000 shares held indirectly through 221 Cap, LLC, an entity controlled by the Reporting Person.
4. F4. The transactions reported above were approved by the Board of Directors of the Issuer and are reported as acquisitions pursuant to Rule 16b-3(d).

Key Figures

Restricted shares issued to 221 Cap, LLC: 15,000,000 shares Restricted shares issued directly to CEO: 7,500,000 shares Accrued compensation settled: $37,500 +5 more

8 metrics

Restricted shares issued to 221 Cap, LLC 15,000,000 shares Restricted common stock under Executive Consulting and Management Services Agreement effective September 1, 2026

Restricted shares issued directly to CEO 7,500,000 shares Restricted common stock issued September 16, 2026 in satisfaction of accrued and unpaid compensation

Accrued compensation settled $37,500 Amount of accrued and unpaid compensation or other amounts owed converted into 7,500,000 restricted shares

Conversion value per share $0.005 per share Agreed conversion value used to determine 7,500,000-share award for $37,500 of accrued amounts

Vesting tranches 5,000,000 shares each Three vesting dates for the 15,000,000 restricted shares: September 1, 2026, 2027 and 2028

Total beneficial ownership after transactions 24,230,714 shares Shares beneficially owned by Scott Gallagher following the September 17, 2026 transaction

Directly held shares after transactions 9,230,714 shares Portion of beneficial ownership held directly by Scott Gallagher

Indirectly held shares via 221 Cap, LLC 15,000,000 shares Portion of beneficial ownership held indirectly through 221 Cap, LLC controlled by Scott Gallagher

Key Terms

restricted shares, Executive Consulting and Management Services Agreement, beneficially own, Rule 16b-3(d)

4 terms

restricted shares financial

"Represents 15,000,000 restricted shares of common stock issued to 221 Cap, LLC"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Executive Consulting and Management Services Agreement financial

"issued to 221 Cap, LLC pursuant to the Executive Consulting and Management Services Agreement"

beneficially own financial

"The Reporting Person controls 221 Cap, LLC and is deemed to beneficially own the shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Rule 16b-3(d) regulatory

"transactions reported above were approved by the Board of Directors ... pursuant to Rule 16b-3(d)"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider stock transactions did WAST’s CEO Scott Gallagher report?

Scott Gallagher reported acquiring 15,000,000 restricted shares through 221 Cap, LLC on September 17, 2026, under a consulting and management agreement, and 7,500,000 restricted shares directly on September 16, 2026 in settlement of accrued compensation.

How many WAST (WAST) shares does Scott Gallagher now beneficially own?

Following the September 17, 2026 transaction, Scott Gallagher beneficially owned 24,230,714 shares of WASTE ENERGY CORP. common stock: 9,230,714 held directly and 15,000,000 held indirectly through 221 Cap, LLC.

What were the terms of the 15,000,000 restricted WAST shares issued to 221 Cap, LLC?

The 15,000,000 restricted shares issued to 221 Cap, LLC vest in three tranches of 5,000,000 shares each on September 1, 2026, 2027 and 2028. Unvested shares are subject to transfer restrictions, forfeiture and cancellation under the Executive Consulting and Management Services Agreement.

How was the 7,500,000-share award to Scott Gallagher in WAST valued?

The 7,500,000 restricted shares issued directly to Scott Gallagher were in satisfaction of $37,500 of accrued and unpaid compensation or other amounts owed, using an agreed conversion value of $0.005 per share. No cash consideration was paid by Gallagher.

Were the insider WAST share awards to Scott Gallagher board-approved?

Yes. The filing states that the transactions reported were approved by the Board of Directors of WASTE ENERGY CORP. and are reported as acquisitions pursuant to Rule 16b-3(d).

Is 221 Cap, LLC controlled by WAST’s CEO for these share holdings?

Yes. The filing states that Scott Gallagher controls 221 Cap, LLC and is deemed to beneficially own the 15,000,000 restricted shares of WASTE ENERGY CORP. common stock held by that entity.

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

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Available on EDGAR 09/18/2026 - 04:18 PM Accepted by SEC EDGAR 09/18/2026 - 04:17 PM Learn about SEC filing dates

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^*

GALLAGHER SCOTT

(Last) (First) (Middle)

3250 OAKLAND HILLS COURT

(Street)

FAIRFIELD CALIFORNIA 94534

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
WASTE ENERGY CORP. [ WAST ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/16/2026		A		7,500,000(2)	A	$0.005	$9,280,714(4)	D
Common Stock	09/17/2026		A		15,000,000	A	$0	24,280,714(3)(4)	I	By 221 Cap, LLC(1)

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. Represents 15,000,000 restricted shares of common stock issued to 221 Cap, LLC pursuant to the Executive Consulting and Management Services Agreement effective September 1, 2026. The Reporting Person controls 221 Cap, LLC and is deemed to beneficially own the shares held by that entity. The award vests 5,000,000 shares on September 1, 2026, 5,000,000 shares on September 1, 2027 and 5,000,000 shares on September 1, 2028. Unvested shares are subject to transfer restrictions, forfeiture and cancellation under the agreement.

2. Represents 7,500,000 restricted shares of common stock issued directly to the Reporting Person in satisfaction of $37,500 of accrued and unpaid compensation or other amounts owed by the Issuer, based on an agreed conversion value of $0.005 per share. No cash consideration was paid by the Reporting Person in connection with the acquisition.

3. Following the September 17, 2026 transaction, the Reporting Person beneficially owned an aggregate of 24,230,714 shares: 9,230,714 shares held directly and 15,000,000 shares held indirectly through 221 Cap, LLC, an entity controlled by the Reporting Person.

4. The transactions reported above were approved by the Board of Directors of the Issuer and are reported as acquisitions pursuant to Rule 16b-3(d).

	/s/ Scott Gallagher	09/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)