SEC Form 4 · accession 0001213900-26-098411
Andretti Acquisition Corp. II · POLE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
William J Sandbrook
Officer — Executive Chairman · Director · 10% Owner
William Matthew Brown
Officer — CEO · 10% Owner
Michael Andretti
Director · 10% Owner
Mario Andretti
10% Owner
Andretti Sponsor II LLC
10% Owner
Period of report
Sep 8, 2026
Accepted (ET)
Sep 9, 2026 · 4:30 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002025341
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary SharesF1,F2 | Sep 8, 2026 | C | 5,749,999 | — | A | 5,749,999 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Ordinary SharesF2,F1 | — | Sep 8, 2026 | C | 5,749,999 | D | — | — | Class A Ordinary Shares | 5,749,999 | 1 | D |
Explanation of responses
- F1The Class B ordinary shares are convertible, at the option of the holder, into Class A ordinary shares on a one-for-one basis, for no additional consideration, and have no expiration date. On September 8, 2026, the reporting persons elected to convert 5,749,999 Class B ordinary shares of Andretti Sponsor II LLC (the "Sponsor") into 5,749,999 Class A ordinary shares held by Andretti Acquisition Corp. II.
- F2Mario Andretti, Michael M. Andretti, William J. Sandbrook and William M. Brown are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held of record by the Sponsor. As such, Mario Andretti, Michael M. Andretti, William J. Sandbrook and William M. Brown may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mario Andretti, Michael M. Andretti, William J. Sandbrook and William M. Brown disclaim any beneficial ownership except to the extent of their respective pecuniary interests therein.