SEC Form 4 · accession 0001628280-26-048735
Standard Nuclear, Inc. · STDN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Edward Hendrix
Officer — Chairman of the Board · Director
Period of report
Jul 17, 2026
Accepted (ET)
Jul 17, 2026 · 8:59 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002086716
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stockF1 | Jul 17, 2026 | A | 2,734,687 | $0.00 | A | 2,734,687 | D | |
| Class A common stockF3,F2 | Jul 17, 2026 | C | 50,000 | $0.00 | A | 5,804,000 | I | Held by Standard Nuclear Trust |
| Class A common stockF3,F2 | Jul 17, 2026 | C | 20,308 | $0.00 | A | 5,824,308 | I | Held by Standard Nuclear Trust |
| Class A common stockF4,F2 | Jul 17, 2026 | J | 5,824,308 | $0.00 | D | 0 | I | Held by Standard Nuclear Trust |
| Class A common stockF2 | holding | — | — | — | 5,754,000 | I | Held by Standard Nuclear Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF5,F4,F2 | — | Jul 17, 2026 | J | 5,824,308 | A | — | — | Class A common stock | 5,824,308 | 5,824,308 | I |
| Class B Common StockF5 | — | holding | — | — | — | — | — | Class A common stock | 5,754,000 | 5,754,000 | D |
Explanation of responses
- F1Represents shares of Class A Common Stock underlying an award of restricted stock units ("RSUs"). The RSUs will vest over three years in quarterly installments of 1/12th, subject to the Reporting Person's continued service through each vesting date. Each share of Class A Common Stock received upon the settlement of the RSU may be exchanged by the Reporting Person into one share of the Issuer's Class B Common Stock.
- F2Andrew Price is the trustee of the trust and may be replaced at the discretion of the Reporting Person. Pursuant to a voting agreement entered into with the trust, the Reporting Person has sole voting and dispositive control over such securities. By virtue of his relationship with the trust, the Reporting Person is deemed to have an indirect beneficial interest in the shares held by the trust.
- F3In connection with the completion of the Issuer's initial public offering of its Class A Common Stock (the "IPO"), each share of Series Seed Preferred, Series Seed-1 Preferred, Series A Preferred, and Series A-2 Preferred was automatically converted into shares of Class A Common Stock at a ratio of 1-for-1.
- F4Pursuant to an Exchange Agreement entered into between the Issuer and the trust, all 5,824,308 shares of Class A Common Stock held by the trust after giving effect to the Preferred Conversion were exchanged for an equivalent number of newly issued shares of Class B Common Stock on a one-for-one basis upon the effectiveness of the Issuer's Sixth Amended and Restated Certificate of Incorporation which was filed in connection with the completion of the IPO.
- F5Each outstanding share of Class B Common Stock is convertible into one share of the Issuer's Class A common stock at any time, (i) at the option of the Reporting Person, (ii) automatically upon any transfer, whether or not for value (except for certain permitted transfers), or (iii) upon the occurrence of certain events or conditions, as described further in the Issuer's Sixth Amended and Restated Certificate of Incorporation.
Remarks
The Reporting Person serves as Executive Chairman and Director, Chairman of the Board.