SCHEDULE: Rezolve AI: Stakeholders Adjust Share Holdings

Rezolve AI plc files an amendment to its Schedule 13D, detailing non-market driven adjustments to beneficial ownership among key stakeholders and the expiration of call options.

Summary

• This filing is an amendment (Amendment No. 4) to a Schedule 13D concerning Rezolve AI plc's ordinary shares.
• The amendment primarily reports on non-market events that have adjusted the beneficial ownership of certain reporting persons.
• These events include the expiration of a call option held by Bradley Wickens over 2,025,496 shares and the distribution of 542,993 shares from the Estate of John Wagner to DBLP Sea Cow Limited (DBLP).
• Bradley Wickens also exercised a separate call option for 1,566,697 shares at $1.48 per share, which did not reduce previously reported beneficial ownership as those shares were already excluded.
• The total outstanding ordinary shares as of January 21, 2026, are 398,827,587.
• Daniel Maurice Wagner, the Estate of John Wagner, DBLP Sea Cow Limited, and Adam Wagner are the joint reporting persons.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, primarily reflecting administrative changes and the resolution of pre-existing contractual obligations rather than new strategic initiatives or significant financial performance updates.

Positives

• The expiration of a call option over 2,025,496 shares at $3.00 per share, which remained directly held by DBLP, increases its reported beneficial ownership without a transaction.
• A distribution of 542,993 shares from the Estate of John Wagner to DBLP for no consideration also increases DBLP's reported beneficial ownership.
• Daniel Maurice Wagner, CEO and director of Rezolve AI plc, is among the reporting persons, indicating continued executive involvement.
• The exercise of a call option by Bradley Wickens for 1,566,697 shares at $1.48 per share was completed, resolving a pre-existing contractual obligation.

Negatives

• The filing does not report any new open-market purchases or sales by the reporting persons in connection with these events.
• The changes in beneficial ownership are due to non-market events, suggesting no new investment or strategic shift by the reporting persons through market activity.

Risks

• The filing does not explicitly mention any new risks or challenges.
• Potential future changes in beneficial ownership or strategic direction by the reporting persons are not detailed, leaving room for future uncertainty.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance. It focuses on reporting past events related to share ownership adjustments.

Management Comments

• Daniel Maurice Wagner, CEO and director of Rezolve AI plc, is a reporting person.
• Daniel Wagner, as Executor of the Estate of John Wagner and Director of DBLP Sea Cow Limited, is involved in the reported share adjustments.
• Adam Wagner, a director of DBLP, is also a reporting person.

Industry Context

StockSavvy.ai notes that Schedule 13D filings typically report significant changes in beneficial ownership. This amendment, however, focuses on non-market events like option expirations and estate distributions, which are administrative rather than indicative of new strategic investment or divestment by major shareholders.

Related Party Transactions

• Distribution of 542,993 Ordinary Shares from the Estate of John Wagner to DBLP Sea Cow Limited for no consideration.

Stakeholder Impact

• Shareholders may note the adjustments in beneficial ownership, though these are attributed to non-market events and do not indicate new investment or strategic shifts.
• The continued involvement of Daniel Maurice Wagner as CEO and director suggests ongoing operational leadership.

Next Steps

• The reporting persons may, at any time, review, reconsider and change their position and/or change their purpose and/or develop plans.
• The reporting persons may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of the Issuer.
• The reporting persons may from time to time consider pursuing or proposing matters with advisors, the Issuer, or other persons.

Key Dates

Keywords

Rezolve AI, Schedule 13D, Beneficial Ownership, Ordinary Shares, Call Option, DBLP Sea Cow Limited, Daniel Maurice Wagner, Estate of John Wagner