Dialectic Technology SPV LLC

SEC source: 0000899140-26-000636 · form4.xml · derivative · entry 4

Dialectic Technology SPV LLC · CIK 0002055322 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 11,020,645 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: On June 4, 2026 (the "Closing Date"), pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among, among others, the Issuer and Dialectic, Dialectic converted $57,241,228.00 of the previously issued senior secured convertible notes (the "Convertible Notes"), consisting of the entire principal amount and all accrued and unpaid interest thereon, subject to certain conditions set forth in the Conversion Agreement (the "Conversion").

F3 · derivative.exercise_price: In connection with the Conversion, on the Closing Date, the Convertible Notes were cancelled, and the Issuer issued to Dialectic 11,020,645 shares of Common Stock.

F2 · reported_value: On June 4, 2026 (the "Closing Date"), pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among, among others, the Issuer and Dialectic, Dialectic converted $57,241,228.00 of the previously issued senior secured convertible notes (the "Convertible Notes"), consisting of the entire principal amount and all accrued and unpaid interest thereon, subject to certain conditions set forth in the Conversion Agreement (the "Conversion").

F3 · reported_value: In connection with the Conversion, on the Closing Date, the Convertible Notes were cancelled, and the Issuer issued to Dialectic 11,020,645 shares of Common Stock.

F2 · price: On June 4, 2026 (the "Closing Date"), pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among, among others, the Issuer and Dialectic, Dialectic converted $57,241,228.00 of the previously issued senior secured convertible notes (the "Convertible Notes"), consisting of the entire principal amount and all accrued and unpaid interest thereon, subject to certain conditions set forth in the Conversion Agreement (the "Conversion").

F3 · price: In connection with the Conversion, on the Closing Date, the Convertible Notes were cancelled, and the Issuer issued to Dialectic 11,020,645 shares of Common Stock.

F2 · derivative.expiration_date: On June 4, 2026 (the "Closing Date"), pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among, among others, the Issuer and Dialectic, Dialectic converted $57,241,228.00 of the previously issued senior secured convertible notes (the "Convertible Notes"), consisting of the entire principal amount and all accrued and unpaid interest thereon, subject to certain conditions set forth in the Conversion Agreement (the "Conversion").

F3 · derivative.expiration_date: In connection with the Conversion, on the Closing Date, the Convertible Notes were cancelled, and the Issuer issued to Dialectic 11,020,645 shares of Common Stock.

F2 · derivative.underlying_shares: On June 4, 2026 (the "Closing Date"), pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among, among others, the Issuer and Dialectic, Dialectic converted $57,241,228.00 of the previously issued senior secured convertible notes (the "Convertible Notes"), consisting of the entire principal amount and all accrued and unpaid interest thereon, subject to certain conditions set forth in the Conversion Agreement (the "Conversion").

F3 · derivative.underlying_shares: In connection with the Conversion, on the Closing Date, the Convertible Notes were cancelled, and the Issuer issued to Dialectic 11,020,645 shares of Common Stock.

F2 · balance_after: On June 4, 2026 (the "Closing Date"), pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among, among others, the Issuer and Dialectic, Dialectic converted $57,241,228.00 of the previously issued senior secured convertible notes (the "Convertible Notes"), consisting of the entire principal amount and all accrued and unpaid interest thereon, subject to certain conditions set forth in the Conversion Agreement (the "Conversion").

F3 · balance_after: In connection with the Conversion, on the Closing Date, the Convertible Notes were cancelled, and the Issuer issued to Dialectic 11,020,645 shares of Common Stock.

SEC source: 0000899140-26-000636 · form4.xml · nonDerivative · entry 2

Dialectic Technology SPV LLC · CIK 0002055322 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 14,104,620

F4 · kind: On the Closing Date, as consideration for the Conversion, the Issuer issued to Dialectic, (i) 3,083,975 additional shares of Common Stock (the "Consideration Shares"), which represents the quotient of (A) approximately $13.0 million, the present value of nominal PIK interest that would accrue on the Convertible Notes from the Closing Date to the maturity date thereof, discounted at a rate of 11%, plus (B) approximately $3.0 million, the Term Loan Deferred Cash Interest Amount (as defined in the Credit Agreement) owed to Dialectic, divided by $5.194.

F2 · balance_after: On June 4, 2026 (the "Closing Date"), pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among, among others, the Issuer and Dialectic, Dialectic converted $57,241,228.00 of the previously issued senior secured convertible notes (the "Convertible Notes"), consisting of the entire principal amount and all accrued and unpaid interest thereon, subject to certain conditions set forth in the Conversion Agreement (the "Conversion").

F3 · balance_after: In connection with the Conversion, on the Closing Date, the Convertible Notes were cancelled, and the Issuer issued to Dialectic 11,020,645 shares of Common Stock.

F4 · balance_after: On the Closing Date, as consideration for the Conversion, the Issuer issued to Dialectic, (i) 3,083,975 additional shares of Common Stock (the "Consideration Shares"), which represents the quotient of (A) approximately $13.0 million, the present value of nominal PIK interest that would accrue on the Convertible Notes from the Closing Date to the maturity date thereof, discounted at a rate of 11%, plus (B) approximately $3.0 million, the Term Loan Deferred Cash Interest Amount (as defined in the Credit Agreement) owed to Dialectic, divided by $5.194.

SEC source: 0000899140-26-000636 · form4.xml · nonDerivative · entry 1

Dialectic Technology SPV LLC · CIK 0002055322 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 11,020,645

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · kind: On June 4, 2026 (the "Closing Date"), pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among, among others, the Issuer and Dialectic, Dialectic converted $57,241,228.00 of the previously issued senior secured convertible notes (the "Convertible Notes"), consisting of the entire principal amount and all accrued and unpaid interest thereon, subject to certain conditions set forth in the Conversion Agreement (the "Conversion").

F3 · kind: In connection with the Conversion, on the Closing Date, the Convertible Notes were cancelled, and the Issuer issued to Dialectic 11,020,645 shares of Common Stock.

F2 · balance_after: On June 4, 2026 (the "Closing Date"), pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among, among others, the Issuer and Dialectic, Dialectic converted $57,241,228.00 of the previously issued senior secured convertible notes (the "Convertible Notes"), consisting of the entire principal amount and all accrued and unpaid interest thereon, subject to certain conditions set forth in the Conversion Agreement (the "Conversion").

F3 · balance_after: In connection with the Conversion, on the Closing Date, the Convertible Notes were cancelled, and the Issuer issued to Dialectic 11,020,645 shares of Common Stock.

SEC source: 0000899140-26-000636 · form4.xml · derivative · entry 3

Dialectic Technology SPV LLC · CIK 0002055322 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 105,911

Underlying: Common Stock · 105,911 shares

Expires 2031-07-01

F1 · derivative.exercise_price: On June 1, 2026 ("Issuance Date"), the Issuer issued to Dialectic Technology SPV LLC ("Dialectic") a warrant (the "Conversion Warrant") to purchase 105,911 (as may be adjusted pursuant to the Conversion Warrant) shares of common stock, par value $0.01 per share of the Issuer (the "Common Stock"), at an exercise price equal to $5.194 per share (as adjusted from time to time in accordance with the Conversion Warrant) on or after the Issuance Date and until the date that is five (5) years from the Issuance Date.

F1 · date: On June 1, 2026 ("Issuance Date"), the Issuer issued to Dialectic Technology SPV LLC ("Dialectic") a warrant (the "Conversion Warrant") to purchase 105,911 (as may be adjusted pursuant to the Conversion Warrant) shares of common stock, par value $0.01 per share of the Issuer (the "Common Stock"), at an exercise price equal to $5.194 per share (as adjusted from time to time in accordance with the Conversion Warrant) on or after the Issuance Date and until the date that is five (5) years from the Issuance Date.

F1 · shares: On June 1, 2026 ("Issuance Date"), the Issuer issued to Dialectic Technology SPV LLC ("Dialectic") a warrant (the "Conversion Warrant") to purchase 105,911 (as may be adjusted pursuant to the Conversion Warrant) shares of common stock, par value $0.01 per share of the Issuer (the "Common Stock"), at an exercise price equal to $5.194 per share (as adjusted from time to time in accordance with the Conversion Warrant) on or after the Issuance Date and until the date that is five (5) years from the Issuance Date.

F1 · price: On June 1, 2026 ("Issuance Date"), the Issuer issued to Dialectic Technology SPV LLC ("Dialectic") a warrant (the "Conversion Warrant") to purchase 105,911 (as may be adjusted pursuant to the Conversion Warrant) shares of common stock, par value $0.01 per share of the Issuer (the "Common Stock"), at an exercise price equal to $5.194 per share (as adjusted from time to time in accordance with the Conversion Warrant) on or after the Issuance Date and until the date that is five (5) years from the Issuance Date.

F1 · derivative.exercise_date: On June 1, 2026 ("Issuance Date"), the Issuer issued to Dialectic Technology SPV LLC ("Dialectic") a warrant (the "Conversion Warrant") to purchase 105,911 (as may be adjusted pursuant to the Conversion Warrant) shares of common stock, par value $0.01 per share of the Issuer (the "Common Stock"), at an exercise price equal to $5.194 per share (as adjusted from time to time in accordance with the Conversion Warrant) on or after the Issuance Date and until the date that is five (5) years from the Issuance Date.

F1 · derivative.expiration_date: On June 1, 2026 ("Issuance Date"), the Issuer issued to Dialectic Technology SPV LLC ("Dialectic") a warrant (the "Conversion Warrant") to purchase 105,911 (as may be adjusted pursuant to the Conversion Warrant) shares of common stock, par value $0.01 per share of the Issuer (the "Common Stock"), at an exercise price equal to $5.194 per share (as adjusted from time to time in accordance with the Conversion Warrant) on or after the Issuance Date and until the date that is five (5) years from the Issuance Date.

F1 · derivative.underlying_shares: On June 1, 2026 ("Issuance Date"), the Issuer issued to Dialectic Technology SPV LLC ("Dialectic") a warrant (the "Conversion Warrant") to purchase 105,911 (as may be adjusted pursuant to the Conversion Warrant) shares of common stock, par value $0.01 per share of the Issuer (the "Common Stock"), at an exercise price equal to $5.194 per share (as adjusted from time to time in accordance with the Conversion Warrant) on or after the Issuance Date and until the date that is five (5) years from the Issuance Date.

F1 · balance_after: On June 1, 2026 ("Issuance Date"), the Issuer issued to Dialectic Technology SPV LLC ("Dialectic") a warrant (the "Conversion Warrant") to purchase 105,911 (as may be adjusted pursuant to the Conversion Warrant) shares of common stock, par value $0.01 per share of the Issuer (the "Common Stock"), at an exercise price equal to $5.194 per share (as adjusted from time to time in accordance with the Conversion Warrant) on or after the Issuance Date and until the date that is five (5) years from the Issuance Date.

SEC source: 0000947871-25-001091 · ownership.xml · derivative · entry 1

Dialectic Technology SPV LLC · CIK 0002055322 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · derivative.exercise_price: On December 18, 2025 (the "Closing Date"), the Issuer issued senior secured convertible notes (the "Convertible Notes") in the aggregate principal amount of $54,718,114 to Dialectic Technology SPV LLC ("Dialectic"). The Convertible Notes mature December 18, 2028 (the "Maturity Date") and have an interest rate of 10.00% per annum, payable in kind, compounded annually. The initial conversion price of the Convertible Notes equals $10.00 per share (the "Conversion Price") of Common Stock, subject to adjustment, and includes antidilution protections in favor of Dialectic as set forth in the Convertible Notes. The Conversion Price is subject to adjustment on the last day of the three calendar quarters immediately following the Closing Date (each, a "Reset Price Date") to the greater of (a) $4.00 per share and (b) the lesser of (i) the then Conversion Price and (ii) the 30-day daily VWAP of the Common Stock immediately preceding the Reset Price Date.

F2 · derivative.exercise_price: Based on the Conversion Price as of the Closing Date, the Convertible Notes were convertible into 5,471,811 shares of Common Stock. At the Issuer's option, all outstanding principal amount, accrued and unpaid interest and premium, if any, of any Convertible Notes outstanding on the Maturity Date will be exchanged into shares of Common Stock at an exchange price equal to 80% of the market price as set forth in the Convertible Notes. Following the six-month anniversary of Closing Date, if certain conditions are met, the Issuer may elect to require the exchange of a portion of the total outstanding amount of any Convertible Notes into shares of Common Stock at the then outstanding Conversion Price.

F1 · reported_value: On December 18, 2025 (the "Closing Date"), the Issuer issued senior secured convertible notes (the "Convertible Notes") in the aggregate principal amount of $54,718,114 to Dialectic Technology SPV LLC ("Dialectic"). The Convertible Notes mature December 18, 2028 (the "Maturity Date") and have an interest rate of 10.00% per annum, payable in kind, compounded annually. The initial conversion price of the Convertible Notes equals $10.00 per share (the "Conversion Price") of Common Stock, subject to adjustment, and includes antidilution protections in favor of Dialectic as set forth in the Convertible Notes. The Conversion Price is subject to adjustment on the last day of the three calendar quarters immediately following the Closing Date (each, a "Reset Price Date") to the greater of (a) $4.00 per share and (b) the lesser of (i) the then Conversion Price and (ii) the 30-day daily VWAP of the Common Stock immediately preceding the Reset Price Date.

F2 · reported_value: Based on the Conversion Price as of the Closing Date, the Convertible Notes were convertible into 5,471,811 shares of Common Stock. At the Issuer's option, all outstanding principal amount, accrued and unpaid interest and premium, if any, of any Convertible Notes outstanding on the Maturity Date will be exchanged into shares of Common Stock at an exchange price equal to 80% of the market price as set forth in the Convertible Notes. Following the six-month anniversary of Closing Date, if certain conditions are met, the Issuer may elect to require the exchange of a portion of the total outstanding amount of any Convertible Notes into shares of Common Stock at the then outstanding Conversion Price.

F1 · price: On December 18, 2025 (the "Closing Date"), the Issuer issued senior secured convertible notes (the "Convertible Notes") in the aggregate principal amount of $54,718,114 to Dialectic Technology SPV LLC ("Dialectic"). The Convertible Notes mature December 18, 2028 (the "Maturity Date") and have an interest rate of 10.00% per annum, payable in kind, compounded annually. The initial conversion price of the Convertible Notes equals $10.00 per share (the "Conversion Price") of Common Stock, subject to adjustment, and includes antidilution protections in favor of Dialectic as set forth in the Convertible Notes. The Conversion Price is subject to adjustment on the last day of the three calendar quarters immediately following the Closing Date (each, a "Reset Price Date") to the greater of (a) $4.00 per share and (b) the lesser of (i) the then Conversion Price and (ii) the 30-day daily VWAP of the Common Stock immediately preceding the Reset Price Date.

F2 · price: Based on the Conversion Price as of the Closing Date, the Convertible Notes were convertible into 5,471,811 shares of Common Stock. At the Issuer's option, all outstanding principal amount, accrued and unpaid interest and premium, if any, of any Convertible Notes outstanding on the Maturity Date will be exchanged into shares of Common Stock at an exchange price equal to 80% of the market price as set forth in the Convertible Notes. Following the six-month anniversary of Closing Date, if certain conditions are met, the Issuer may elect to require the exchange of a portion of the total outstanding amount of any Convertible Notes into shares of Common Stock at the then outstanding Conversion Price.

F1 · derivative.expiration_date: On December 18, 2025 (the "Closing Date"), the Issuer issued senior secured convertible notes (the "Convertible Notes") in the aggregate principal amount of $54,718,114 to Dialectic Technology SPV LLC ("Dialectic"). The Convertible Notes mature December 18, 2028 (the "Maturity Date") and have an interest rate of 10.00% per annum, payable in kind, compounded annually. The initial conversion price of the Convertible Notes equals $10.00 per share (the "Conversion Price") of Common Stock, subject to adjustment, and includes antidilution protections in favor of Dialectic as set forth in the Convertible Notes. The Conversion Price is subject to adjustment on the last day of the three calendar quarters immediately following the Closing Date (each, a "Reset Price Date") to the greater of (a) $4.00 per share and (b) the lesser of (i) the then Conversion Price and (ii) the 30-day daily VWAP of the Common Stock immediately preceding the Reset Price Date.

F2 · derivative.expiration_date: Based on the Conversion Price as of the Closing Date, the Convertible Notes were convertible into 5,471,811 shares of Common Stock. At the Issuer's option, all outstanding principal amount, accrued and unpaid interest and premium, if any, of any Convertible Notes outstanding on the Maturity Date will be exchanged into shares of Common Stock at an exchange price equal to 80% of the market price as set forth in the Convertible Notes. Following the six-month anniversary of Closing Date, if certain conditions are met, the Issuer may elect to require the exchange of a portion of the total outstanding amount of any Convertible Notes into shares of Common Stock at the then outstanding Conversion Price.

F1 · derivative.underlying_shares: On December 18, 2025 (the "Closing Date"), the Issuer issued senior secured convertible notes (the "Convertible Notes") in the aggregate principal amount of $54,718,114 to Dialectic Technology SPV LLC ("Dialectic"). The Convertible Notes mature December 18, 2028 (the "Maturity Date") and have an interest rate of 10.00% per annum, payable in kind, compounded annually. The initial conversion price of the Convertible Notes equals $10.00 per share (the "Conversion Price") of Common Stock, subject to adjustment, and includes antidilution protections in favor of Dialectic as set forth in the Convertible Notes. The Conversion Price is subject to adjustment on the last day of the three calendar quarters immediately following the Closing Date (each, a "Reset Price Date") to the greater of (a) $4.00 per share and (b) the lesser of (i) the then Conversion Price and (ii) the 30-day daily VWAP of the Common Stock immediately preceding the Reset Price Date.

F2 · derivative.underlying_shares: Based on the Conversion Price as of the Closing Date, the Convertible Notes were convertible into 5,471,811 shares of Common Stock. At the Issuer's option, all outstanding principal amount, accrued and unpaid interest and premium, if any, of any Convertible Notes outstanding on the Maturity Date will be exchanged into shares of Common Stock at an exchange price equal to 80% of the market price as set forth in the Convertible Notes. Following the six-month anniversary of Closing Date, if certain conditions are met, the Issuer may elect to require the exchange of a portion of the total outstanding amount of any Convertible Notes into shares of Common Stock at the then outstanding Conversion Price.

F1 · valueOwnedAfter: On December 18, 2025 (the "Closing Date"), the Issuer issued senior secured convertible notes (the "Convertible Notes") in the aggregate principal amount of $54,718,114 to Dialectic Technology SPV LLC ("Dialectic"). The Convertible Notes mature December 18, 2028 (the "Maturity Date") and have an interest rate of 10.00% per annum, payable in kind, compounded annually. The initial conversion price of the Convertible Notes equals $10.00 per share (the "Conversion Price") of Common Stock, subject to adjustment, and includes antidilution protections in favor of Dialectic as set forth in the Convertible Notes. The Conversion Price is subject to adjustment on the last day of the three calendar quarters immediately following the Closing Date (each, a "Reset Price Date") to the greater of (a) $4.00 per share and (b) the lesser of (i) the then Conversion Price and (ii) the 30-day daily VWAP of the Common Stock immediately preceding the Reset Price Date.

F2 · valueOwnedAfter: Based on the Conversion Price as of the Closing Date, the Convertible Notes were convertible into 5,471,811 shares of Common Stock. At the Issuer's option, all outstanding principal amount, accrued and unpaid interest and premium, if any, of any Convertible Notes outstanding on the Maturity Date will be exchanged into shares of Common Stock at an exchange price equal to 80% of the market price as set forth in the Convertible Notes. Following the six-month anniversary of Closing Date, if certain conditions are met, the Issuer may elect to require the exchange of a portion of the total outstanding amount of any Convertible Notes into shares of Common Stock at the then outstanding Conversion Price.