Read the Aug 4 2026 Form 4 as:
10b5-1 plan-executed
discretionary sale
Trade date
Aug 4 2026
Plan adoption
Dec 29 2025
Shares sold
48,334
Cost basis
$12.00
Sale price (wtd avg)
~$45.69
Spread / share
~$33.69
Liability status
plan-instructed, insulated
10b5-1 plan mechanics: option spread becomes an automated, MNPI-insulated sell-to-cover
Dec 29 2025
plan adopted
Aug 4 2026
trade executed
Aug 5 2026
Q2 earnings release
Option
grant
$12 strike
48,334 vested
pre-IPO grant
10b5-1 plan
adopted Dec 29 2025
while not in MNPI
threshold crossed
gate
Trigger
fires Aug 4
2026
plan fires —
not founder discretion
Broker
exercise + sale
simultaneous
$12
$45.69
Form 4
disclosure line item
MNPI-insulated
plan-instructed trade
no insider-trading liability
Insider-trading
exposure
discretionary trade
same trade — two readings
!
next-day
earnings release
MNPI risk window
Gallagher Investments LLC
1,723,275 indirect shares retained
unchanged
common-stock holding
+ 235,000 derivative options remain
crosses no-MNPI threshold
bypasses no-MNPI gate
plan-instructed flow (insulated)
discretionary flow (exposed)
inactive path