SCHEDULE: Director Sean Goodrich Discloses 6.48% Stake in Boost Run

Sean Goodrich reports beneficial ownership of over 2 million shares following the completion of the Boost Run Inc. business combination.

Summary

• Sean Goodrich, a member of the Board of Directors, has reported a 6.48% beneficial ownership stake in Boost Run Inc.
• The ownership consists of 2,065,385 shares of Class A Common Stock held through Goodrich ILMJS LLC.
• This stake includes 1,272,885 shares and 1,101,986 warrants acquired via an Amended and Restated Transfer Agreement with the SPAC sponsor.
• The shares were issued following the closing of a business combination between Boost Run Inc., Willow Lane Acquisition Corp., and Legacy Boost Run on May 8, 2026.
• Goodrich ILMJS LLC has the potential to earn an additional 1,968,750 earnout shares based on future stock performance.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as positive due to the high level of insider ownership and the performance-linked nature of the earnout shares, which aligns the director's interests with those of the shareholders.

Positives

• Significant insider alignment with a board member holding a 6.48% stake in the company.
• Incentivized performance structure through an earnout agreement for up to 1,968,750 additional shares.
• Successful transition to a publicly traded company following the completion of the business combination.

Negatives

• Reporting person's shares are subject to lock-up agreements, which may restrict liquidity in the short term.
• The transfer of securities from the sponsor is at a fixed price of $1.75 per share, which may be dilutive relative to market value.

Risks

• Potential dilution from the exercise of 1,101,986 warrants held by the reporting person.
• Further dilution risk from the issuance of up to 1,968,750 earnout shares if performance targets are met.
• Market volatility could prevent the stock from reaching the price targets required for the earnout shares to vest.

Future Outlook

The reporting person intends to participate in the corporate activities of the issuer as a director and may adjust his investment position over time, subject to lock-up restrictions and market conditions.

Management Comments

• Sean Goodrich serves as a member of the Board of Directors and may influence corporate activities including strategic proposals or management changes.

Industry Context

StockSavvy.ai notes that significant insider stakes following a SPAC merger are generally viewed as a vote of confidence in the post-merger entity's long-term strategy, though the market often remains cautious regarding the dilutive impact of warrants and earnouts.

Comparison to Industry Standards

• A 6.48% stake is consistent with significant minority holdings by key directors in mid-cap post-SPAC companies.
• The earnout structure is a standard industry mechanism used to align sponsor and early investor interests with long-term share price appreciation.
• Lock-up periods of six months are typical for insiders following a business combination to prevent immediate market flooding.

Related Party Transactions

• Transfer of 27.5% of Founder Shares and Warrants from Willow Lane Sponsor, LLC to Goodrich ILMJS LLC, an entity managed by Director Sean Goodrich.

Stakeholder Impact

• Shareholders may benefit from the stability of having a major director with a significant vested interest.
• Potential for future dilution if warrants are exercised or earnout targets are achieved.

Next Steps

• Completion of the share and warrant transfer from the Sponsor within six months of the closing date.
• Registration of the securities for resale under the Registration Rights Agreement.
• Monitoring of stock price performance relative to the Earnout Agreement targets.

Key Dates

Recommendation

While the insider stake is a positive signal, the company is in the early stages of its post-merger life. Investors should maintain a hold position until the company demonstrates operational stability and the impact of potential dilution from warrants and earnouts is more clearly priced into the market.

Keywords

Boost Run Inc., Sean Goodrich, Schedule 13D, Beneficial Ownership, SPAC Merger, Willow Lane Acquisition Corp, Insider Trading, Earnout Agreement, Lock-Up Agreement