Churchill Capital XIII insider buys 350K shares

Churchill Sponsor XIII LLC, associated with Michael Stuart Klein of Churchill Capital Corp XIII, purchased 350,000 Class A ordinary shares on 2026-08-03 at $10.00 per share through private placement units.

Rhea-AI Filing Summary

Churchill Sponsor XIII LLC, associated with Michael Stuart Klein of Churchill Capital Corp XIII, purchased 350,000 Class A ordinary shares on 2026-08-03 at $10.00 per share through private placement units. These shares are held indirectly, with Klein potentially deemed a beneficial owner through M. Klein Associates, Inc., while he disclaims beneficial ownership beyond any pecuniary interest. Following the transaction, the reporting group’s indirect holdings in these shares total 350,000.

Insider Trade Summary

Net Buyer: 350,000 shares

Net Buy 1 txn

Insider Klein Michael Stuart, M. Klein Associates, Inc., CHURCHILL SPONSOR XIII LLC

Role See Remarks | 10% Owner | 10% Owner

Bought 350,000 shs ($3.50M)

Type	Security	Shares	Price	Value
Purchase	Class A Ordinary Shares F1, F2	350,000	$10.00	$3.50M

Holdings After Transaction: Class A Ordinary Shares — 350,000 shares (Indirect, See footnote)

Footnotes (2)

1. F1. Represents shares underlying the private placement units (each unit consisting of one Class A ordinary share and one-tenth of one warrant, each whole warrant exercisable to purchase one Class A ordinary share) directly held by Churchill Sponsor XIII LLC (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and Churchill Capital Corp XIII.
2. F2. Michael Stuart Klein, the Chief Executive Officer, President and a director of the Issuer, is the controlling shareholder of M. Klein Associates, Inc., which is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Klein may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Klein disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Key Figures

Shares purchased: 350,000 Class A ordinary shares Purchase price per share: $10.00 Shares held after transaction: 350,000 Class A ordinary shares

3 metrics

Shares purchased 350,000 Class A ordinary shares Non-derivative purchase on 2026-08-03

Purchase price per share $10.00 Price per Class A ordinary share purchased on 2026-08-03

Shares held after transaction 350,000 Class A ordinary shares Indirect holdings following the reported transaction

Key Terms

private placement units, beneficial ownership, pecuniary interest, Class A ordinary shares

4 terms

private placement units financial

"Represents shares underlying the private placement units (each unit consisting of one Class A"

beneficial ownership financial

"As such, Mr. Klein may be deemed to possess beneficial ownership of the securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"Mr. Klein disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest"

Class A ordinary shares financial

"Represents shares underlying the private placement units (each unit consisting of one Class A ordinary share"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

FAQ

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

What insider transaction did Churchill Capital Corp XIII (XIIIU) report?

Churchill Sponsor XIII LLC reported a purchase of 350,000 Class A ordinary shares of Churchill Capital Corp XIII on 2026-08-03 at $10.00 per share, held as part of private placement units.

Who is the insider involved in the Churchill Capital Corp XIII (XIIIU) Form 4 filing?

The filing involves Michael Stuart Klein, Chief Executive Officer, President, director and 10% owner, along with M. Klein Associates, Inc. and Churchill Sponsor XIII LLC, which directly holds the reported securities.

How many Churchill Capital Corp XIII (XIIIU) shares are held after this transaction?

Following the reported transaction, the group associated with Michael Stuart Klein holds 350,000 Class A ordinary shares of Churchill Capital Corp XIII indirectly through Churchill Sponsor XIII LLC.

At what price were Churchill Capital Corp XIII (XIIIU) shares acquired in this Form 4?

The reported purchase price was $10.00 per Class A ordinary share, with the acquisition occurring via private placement units that each include one share and one-tenth of a warrant.

How is beneficial ownership described for Michael Stuart Klein in the XIIIU filing?

The filing states that Michael Stuart Klein may be deemed to beneficially own securities held by Churchill Sponsor XIII LLC through M. Klein Associates, Inc., but he disclaims beneficial ownership beyond any pecuniary interest.

Were the XIIIU insider transactions made under a Rule 10b5-1 trading plan?

The Rule 10b5-1 checkbox is not marked as affirming a plan in this filing, and no footnote states that the 350,000-share purchase was executed under a pre-arranged trading plan.

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

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Available on EDGAR 08/08/2026 - 02:12 PM Accepted by SEC EDGAR 08/05/2026 - 06:21 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^*

Klein Michael Stuart

(Last) (First) (Middle)

640 FIFTH AVENUE, 14TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Churchill Capital Corp XIII [ XIIIU ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026

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

	Form filed by One Reporting Person
X	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
Class A Ordinary Shares	08/03/2026	08/03/2026	P		350,000(1)	A	$10	350,000(1)	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

1. Name and Address of Reporting Person^*

Klein Michael Stuart

(Last) (First) (Middle)

640 FIFTH AVENUE, 14TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

M. Klein Associates, Inc.

(Last) (First) (Middle)

640 FIFTH AVENUE, 14TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CHURCHILL SPONSOR XIII LLC

(Last) (First) (Middle)

640 FIFTH AVENUE, 14TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents shares underlying the private placement units (each unit consisting of one Class A ordinary share and one-tenth of one warrant, each whole warrant exercisable to purchase one Class A ordinary share) directly held by Churchill Sponsor XIII LLC (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and Churchill Capital Corp XIII.

2. Michael Stuart Klein, the Chief Executive Officer, President and a director of the Issuer, is the controlling shareholder of M. Klein Associates, Inc., which is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Klein may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Klein disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

Chief Executive Officer, President and Chairman of the Board of Directors

	/s/ Michael Stuart Klein	08/05/2026
	M. Klein Associates, Inc., By: /s/ Lee Jay Taragin, Name: Lee Jay Taragin, Title: Authorized Person	08/05/2026
	Churchill Sponsor XIII LLC, By: M. Klein Associates, Inc., its manager, By: /s/ Lee Jay Taragin, Name: Lee Jay Taragin, Title: Authorized Person:	08/05/2026
	** 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)