SCHEDULE: Boost Run Inc. Director Sells Shares
Amendment to Schedule 13D
Sean Goodrich and Goodrich ILMJS LLC report a sale of 500,000 shares of Boost Run Inc. Class A Common Stock at $14.00 per share.
Summary
- Sean Goodrich and Goodrich ILMJS LLC (the "Reporting Persons") have filed an amendment to their Schedule 13D, reporting a sale of 500,000 shares of Boost Run Inc. Class A Common Stock on September 14, 2026, at a price of $14.00 per share.
- Following this transaction, the Reporting Persons beneficially own 4,437,921 shares of Class A Common Stock, representing approximately 8.88% of the outstanding shares.
- Sean Goodrich is the managing member of Goodrich ILMJS LLC and holds voting and investment discretion over the shares held by the SPV.
- The sale was conducted for investment purposes in the ordinary course of business.
- Mr. Goodrich serves as a non-employee member of the Board of Directors of Boost Run Inc.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this filing as neutral, primarily reporting a routine stock sale by a significant shareholder and director, with no new strategic information or significant changes in beneficial ownership.
Positives
- The sale was conducted in the ordinary course of business for investment purposes.
- The Reporting Persons continue to hold a significant stake of 8.88% in the company, indicating ongoing commitment.
- Mr. Goodrich's continued role as a director suggests ongoing involvement and oversight.
Negatives
- A significant block of shares (500,000) was sold by a major shareholder and director.
- The sale reduces the Reporting Persons' beneficial ownership percentage, although they still maintain a substantial holding.
Risks
- The Reporting Persons reserve the right to acquire additional securities or sell/dispose of existing securities in the future, which could impact share price.
- As a director, Mr. Goodrich's actions and potential influence on corporate activities could be a factor for other stakeholders.
Future Outlook
The Reporting Persons reserve the right to acquire additional securities of the Company, or sell or otherwise dispose of securities of the Company, in open market transactions, in privately negotiated transactions, or otherwise, in any manner permitted by applicable law. They do not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, but reserve the right to develop such plans or proposals in the future.
Management Comments
- Mr. Goodrich serves as a non-employee member of the Board of Directors of Boost Run Inc.
- As a director of the Company, Mr. Goodrich may have influence over the corporate activities of the Company, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.
- The Reporting Persons may from time to time acquire additional securities of the Company, or sell or otherwise dispose of securities of the Company, in open market transactions, in privately negotiated transactions, or otherwise, in any manner permitted by applicable law.
- Except as set forth herein, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals in the future.
Industry Context
StockSavvy.ai notes that Schedule 13D filings typically report significant changes in beneficial ownership. This amendment reflects a routine sale by a major shareholder and director, which is common in the lifecycle of investments and does not inherently signal a change in the company's strategic direction or operational performance.
Related Party Transactions
- The SPV purchased Founder Shares and Private Warrants from the Sponsor (Willow Lane Sponsor, LLC) on September 15, 2025.
- The SPV entered into an Earnout Agreement on September 15, 2025, entitling it to additional shares based on stock performance.
- The SPV is bound by certain transfer restrictions and provisions of a Letter Agreement and Insider Letter Amendment.
Stakeholder Impact
- Shareholders may note the sale by a director, but the continued significant ownership by the Reporting Persons may mitigate concerns about divestment.
- The company's board composition remains unchanged by this filing, with Mr. Goodrich continuing as a director.
Next Steps
- The Reporting Persons may continue to acquire or dispose of securities of the Company in the future.
- The Reporting Persons may develop future plans or proposals related to the Company's activities.
Key Dates
| Date | Description |
|---|---|
| 2024-11-07 | Date of Letter Agreement |
| 2025-09-15 | Date of Transfer Agreement, Earnout Agreement, and Amendment to Letter Agreement |
| 2025-09-19 | Date of Willow Lane's Current Report on Form 8-K incorporating referenced exhibits |
| 2026-05-08 | Date of Escrow Agreement |
| 2026-06-11 | Date SPV Earnout Shares were issued |
| 2026-06-14 | Date of Joint Filing Agreement |
| 2026-08-17 | Date as of which total outstanding shares of Class A Common Stock were reported |
| 2026-08-18 | Date of Boost Run Inc.'s Quarterly Report on Form 10-Q filing |
| 2026-09-14 | Date of stock sale transaction |
| 2026-09-16 | Date of signature for Amendment No. 2 |
Keywords
Schedule 13D, Beneficial Ownership, Stock Sale, Director, Class A Common Stock, Investment Purposes, Open Market Transaction
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