SEC Form 3 · accession 0001185185-26-003045
Ionic Digital Inc. · IOND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Albert DiFiore
Director
Period of report
Jul 20, 2026
Accepted (ET)
Jul 20, 2026 · 5:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0002007691
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stock, par value $0.00001 per shareF1 | holding | — | — | — | 37,375 | D | ||
| Class A common stock, par value $0.00001 per shareF2 | holding | — | — | — | 29,673 | I | By THOMAS DIFIORE CHILDRENS GST INVESTMENT IRRV TR | |
| Class A common stock, par value $0.00001 per shareF2 | holding | — | — | — | 20,148 | I | By DIFIORE ASA IRREVOCABLE GST TRUST | |
| Class A common stock, par value $0.00001 per shareF2 | holding | — | — | — | 1,099 | I | By DIFIORE TSA IRREVOCABLE GST TRUST | |
| Class A common stock, par value $0.00001 per shareF2 | holding | — | — | — | 53 | I | By spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 24,917 restricted stock units ("RSUs") under the Ionic Digital Inc. Omnibus Incentive Plan. Each RSU represents a contingent right to receive one share of Class A common stock. The RSUs vest in two annual installments on the date of the 2027 annual stockholder meeting and the 2028 annual stockholder meeting, subject to continued service as a director on such dates.
- F2The reporting person is the settlor, but not the trustee, of the THOMAS DIFIORE CHILDREN'S GST INVESTMENT IRREVOCABLE TRUST ("Children's Trust"), the DIFIORE ASA IRREVOCABLE GST TRUST ("ASA Trust"), and the DIFIORE TSA IRREVOCABLE GST TRUST ("TSA Trust"). He has no voting or dispositive power over any shares held by these trusts. With respect to the TSA Trust, the reporting person is the sole beneficiary and may be deemed to have a pecuniary interest in the shares held by that trust; accordingly, he disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. With respect to the Children's Trust and the ASA Trust, the reporting person is not a beneficiary and disclaims beneficial ownership of the shares held by those trusts. The inclusion of any such shares herein shall not be construed as an admission by the reporting person that he is the beneficial owner thereof for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.