BRUN.NASDAQBoost Run INC

Form 4: Boost Run Inc. Insider Transaction Disclosure

Sentiment:

Statement of Changes in Beneficial Ownership


Director B. Luke Weil reported a transfer of Class A Common Stock and warrants held by Willow Lane Sponsor, LLC.

Summary

  • Director B. Luke Weil reported the transfer of 1,272,885 shares of Class A Common Stock and 1,101,986 warrants.
  • The transactions were executed on May 12, 2026, by Willow Lane Sponsor, LLC, an entity managed by Mr. Weil.
  • The transfer was conducted pursuant to an Amended and Restated Transfer Agreement dated April 24, 2026, involving Goodrich ILMJS LLC.
  • Following the transaction, the reporting person maintains beneficial ownership of 3,355,789 shares of Class A Common Stock and 2,905,236 warrants through the Sponsor.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, as it represents a private transfer of shares between entities controlled by an insider rather than a public market sale.

Positives

  • The transaction reflects a structured transfer of equity rather than an open-market liquidation, suggesting a strategic realignment of holdings.

Negatives

  • The reduction in direct/indirect holdings by a 10% owner and director may be perceived as a decrease in long-term alignment by some market participants.

Risks

  • The warrants are subject to a 9.8% ownership blocker, which limits the speed at which these derivative securities can be converted into common equity.

Future Outlook

No specific forward-looking guidance regarding company operations was provided in this ownership disclosure.

Management Comments

  • Mr. Weil disclaims beneficial ownership of the securities held by Willow Lane Sponsor, LLC, except to the extent of his pecuniary interest.

Industry Context

StockSavvy.ai notes that insider transfers involving special purpose vehicles or sponsors are common in the post-merger or growth-stage lifecycle of companies like Boost Run Inc., often reflecting internal restructuring rather than a change in fundamental business outlook.

Comparison to Industry Standards

  • The filing follows standard SEC Section 16(a) reporting requirements for directors and 10% owners.
  • The use of a 9.8% blocker on warrants is a standard protective measure in institutional equity agreements to avoid triggering regulatory thresholds.

Related Party Transactions

  • Transfer of securities between Willow Lane Sponsor, LLC (managed by Director B. Luke Weil) and Goodrich ILMJS LLC.

Stakeholder Impact

  • Shareholders should note the change in the distribution of beneficial ownership among the Sponsor and the counterparty.

Next Steps

  • Continued monitoring of Form 4 filings for further changes in the Sponsor's position.

Key Dates

DateDescription
04/24/2026Date of the Amended and Restated Transfer Agreement.
05/12/2026Date of the earliest reported transaction.
06/08/2026Initial exercisable date for the warrants.
06/15/2026Date of filing.
05/08/2031Expiration date for the warrants.

Keywords

Boost Run Inc, BRUN, Insider Trading, Form 4, B. Luke Weil, Willow Lane Sponsor, Equity Transfer

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