SCHEDULE: Rezolve AI Major Shareholder Sells 10.6M Shares

DBLP Sea Cow Limited, a significant shareholder of Rezolve AI plc, sold 10.6 million ordinary shares in an open market transaction at $5.40 per share.

Summary

• This Amendment No. 2 to Schedule 13D was filed by Daniel Wagner, the Estate of John Wagner, and DBLP Sea Cow Limited.
• DBLP Sea Cow Limited sold 10,600,000 Ordinary Shares of Rezolve AI plc on October 9, 2025.
• The sale was conducted in an open market, broker-assisted transaction at a price of $5.40 per share.
• Following the sale, Daniel Wagner's beneficial ownership is 47,222,126 shares, representing 14.66% of the outstanding Ordinary Shares.
• The Estate of John Wagner's beneficial ownership is 43,343,579 shares, representing 13.45% of the outstanding Ordinary Shares.
• DBLP Sea Cow Limited's beneficial ownership is 42,523,621 shares, representing 13.20% of the outstanding Ordinary Shares.
• All percentage calculations are based on 322,174,536 Ordinary Shares outstanding as of September 30, 2025.

Sentiment

Score: 3

Explanation: The sale of 10.6 million shares by a significant reporting person (DBLP Sea Cow Limited), which is associated with the CEO, is generally viewed negatively by the market as it can signal a lack of confidence or a need for liquidity, potentially leading to downward pressure on the stock price.

Negatives

• A significant shareholder, DBLP Sea Cow Limited, sold 10,600,000 Ordinary Shares.
• The sale reduces the aggregate beneficial ownership of the reporting group, which includes Daniel Wagner, the CEO and a director of the Issuer.

Future Outlook

The reporting persons do not have any present plans or proposals that relate to or would result in specific actions, but may review, reconsider, and change their position or purpose, and may seek to influence management or the Board of Directors regarding the Issuer's business and affairs.

Industry Context

NA

Related Party Transactions

• DBLP Sea Cow Limited, an entity where legal title to shares is held by Daniel Wagner and beneficially by the Estate of John Wagner, and where Daniel Wagner serves as a director, sold 10,600,000 Ordinary Shares in an open market transaction.

Stakeholder Impact

• Shareholders may perceive the significant share sale by a major reporting person as a negative signal, potentially impacting investor confidence and share price.

Key Dates

Recommendation

The significant sale of 10,600,000 Ordinary Shares by DBLP Sea Cow Limited, a reporting person associated with CEO Daniel Wagner, suggests a potential lack of confidence or a need for liquidity from a major insider. Such a large divestment can be interpreted negatively by the market, potentially signaling future challenges or a ceiling on the stock's valuation, leading to a 'sell' recommendation for investors.

Keywords

Rezolve AI, RZLV, Schedule 13D, Share Sale, Insider Sale, Beneficial Ownership, Daniel Wagner, DBLP Sea Cow Limited, SEC Filing