Form 4: SAB Biotherapeutics Director Converts Preferred Stock

SAB Biotherapeutics director Andrew Moin's affiliated entity converted 17,400 shares of Series B Preferred Stock into 1.74 million common shares at $1.75 per share.

Summary

• Andrew Moin, a Director of SAB Biotherapeutics, Inc. (SABS), reported an indirect acquisition of 1,740,000 shares of Common Stock.
• The transaction occurred on September 29, 2025, and involved the automatic conversion of 17,400 shares of Series B Convertible Preferred Stock.
• The conversion price for the Preferred Stock was $1.75 per share.
• Following this transaction, the reporting person's affiliated entities beneficially own 2,198,457 shares of Common Stock indirectly.
• The Preferred Stock became automatically convertible on September 29, 2025, following stockholder approval for the issuance of Common Stock upon conversion.
• The securities are beneficially owned by Sessa Capital (Master), L.P. (the "Fund") and its related entities, with Andrew Moin being an Analyst and Partner with the Fund and a director of the Issuer.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive. While a mechanical conversion, it signifies a director-affiliated entity increasing its indirect common stock holdings, which can be interpreted as a vote of confidence. There are no immediate negative implications from the conversion itself, though potential dilution is a factor.

Positives

• The conversion increases the indirect common stock holdings of a director-affiliated entity, potentially signaling confidence in the company's future.
• The conversion was executed at a fixed price of $1.75 per share, providing clarity on the valuation of the converted shares.

Risks

• The Preferred Stock is subject to a beneficial ownership limitation, preventing conversion if it would result in the Sessa Parties beneficially owning more than 4.99% of the Issuer's Common Stock outstanding immediately following such conversion.
• The conversion of Preferred Stock into Common Stock could lead to dilution for existing common shareholders.

Future Outlook

The filing details an automatic conversion event that was scheduled to occur on September 29, 2025, following prior stockholder approval. This indicates a pre-determined financial event rather than a new strategic initiative.

Management Comments

• Andrew Moin, an Analyst and Partner with Sessa Capital (Master), L.P., is a member of the board of directors of the Issuer.
• Each of the foregoing persons disclaims beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.

Industry Context

This Form 4 filing represents a routine insider transaction involving the conversion of preferred stock into common stock, a common mechanism for investors to realize their equity positions or adjust their ownership structure in publicly traded companies. Such conversions are typically pre-arranged and often tied to specific corporate milestones or dates.

Comparison to Industry Standards

• NA

Related Party Transactions

• Andrew Moin, a director of SAB Biotherapeutics, is an Analyst and Partner with Sessa Capital (Master), L.P., which is the entity directly beneficially owning the converted securities. This constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The conversion of preferred stock into common stock could lead to a slight dilution of existing common shareholders' ownership percentage.
• Sessa Capital (Master), L.P.: Increases its indirect beneficial ownership of common stock, potentially increasing its influence and exposure to the company's common equity performance.

Key Dates

Keywords

SAB Biotherapeutics, SABS, Form 4, Insider Transaction, Stock Conversion, Andrew Moin, Sessa Capital, Preferred Stock, Common Stock