SCHEDULE: FR Capital Entities Adjust Merlin, Inc. Stake

FR Capital Holdings, L.P. and its affiliates have updated their beneficial ownership of Merlin, Inc. common stock following an in-kind distribution.

Summary

• FR Capital Holdings, L.P. (the 'Management Company') and its affiliated entities, First Round Capital VI, L.P. ('FRCVI') and First Round Capital VIII-F, L.P. ('FRCVIII-F'), have filed an amendment to their Schedule 13G.
• The filing details an in-kind distribution event that occurred on September 16, 2026, where FRCVI and FRCVIII-F distributed all shares of Merlin, Inc. common stock they held to their respective partners.
• Following the distribution, the Management Company, as the investment manager, may be deemed to beneficially own an aggregate of 1,025,554 shares of Merlin, Inc. common stock.
• This represents approximately 1.0% of the Issuer's outstanding common stock, based on 101,067,784 shares outstanding as of August 11, 2026.
• FRCVI directly holds 396,883 shares, comprising preferred stock convertible into 201,317 common shares and warrants for 195,566 common shares.
• FRCVIII-F directly holds 628,671 shares, comprising preferred stock convertible into 318,889 common shares and warrants for 309,782 common shares.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a neutral filing, primarily an update on beneficial ownership percentages and a distribution event, with no significant new financial or strategic information.

Positives

• The filing clarifies the beneficial ownership structure after a distribution event.
• The reporting persons maintain a clear record of their holdings, including convertible preferred stock and warrants.

Negatives

• The filing does not provide any new financial performance data or strategic updates for Merlin, Inc.
• The distribution event itself does not inherently represent a positive or negative development for the company's operations.

Risks

• The value of the preferred stock and warrants held by FRCVI and FRCVIII-F is subject to market fluctuations and the company's performance.
• The conversion price of $6.67 per share for the preferred stock and the exercise price for the warrants may be higher than the current market price of Merlin, Inc. common stock.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding Merlin, Inc.'s future performance.

Management Comments

• The Management Company, as the investment manager to FRCVI and FRCVIII-F, may be deemed to beneficially own the 1,025,554 shares of Common Stock of the Issuer directly held in the aggregate by FRCVI and FRCVIII-F.

Industry Context

StockSavvy.ai notes that Schedule 13G filings are routine disclosures for significant beneficial owners of public companies, indicating changes in holdings or ownership structures. This filing reflects a restructuring of holdings rather than a change in investment strategy or a new market development for Merlin, Inc.

Related Party Transactions

• The filing details an in-kind distribution of Merlin, Inc. common stock from FRCVI and FRCVIII-F to their respective partners, managed by FR Capital Holdings, L.P.

Stakeholder Impact

• Shareholders: The filing provides transparency on the ownership structure but does not directly impact current share value or voting power beyond the disclosed percentages.
• Creditors: No direct impact as the filing concerns equity ownership and not debt.
• Employees: No direct impact mentioned in the filing.

Next Steps

• The reporting persons will continue to monitor their beneficial ownership of Merlin, Inc. common stock.
• FRCVI and FRCVIII-F will manage their respective holdings of preferred stock and warrants.

Key Dates

Keywords

Merlin Inc., Schedule 13G, Beneficial Ownership, FR Capital Holdings, First Round Capital, In-kind Distribution, Convertible Preferred Stock, Warrants