Item 5. Other Information
Item 5. Other Information
Edwin Poston , a member of our Board of Directors , adopted a new Rule 10b5-1 trading arrangement effective as of March 31, 2026, which replaced a Rule 10b5-1 trading arrangement that expired in accordance with its terms on March 31, 2026. The new Rule 10b5-1 trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides for (i) the sale from time to time of an aggregate of up to 1,217,217 shares of our Class A common stock and (ii) gifts of up to 912,913 share of our Class A common stock to a donor advised fund, with the actual number of shares sold or donated determined based on a written formula at specified market prices. The new Rule 10b5-1 trading arrangement expires on June 30, 2027 , or earlier if all transactions under the trading arrangement are completed.
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Item 6. Exhibits.
Exhibit
Number
Description
2.1
Interest Purchase Agreement, dated February 4, 2026, by and among SCM Holdings GP, LLC, Stellus Capital Management Holdings, L.P., P10 Intermediate Holdings LLC, Robert T. Ladd, Joshua T. Davis, Dean A. D'Angelo and W. Todd Huskinson. (Incorporated by Reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed on February 5, 2026).
3.1*
Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment with an effective date of February 11, 2026.
3.2
Second Amended and Restated Bylaws, effective as of February 11, 2026 (incorporated by reference to Exhibit 3.2 to the Company's Form 8-K filed on January 12, 2026).
10.1
Separation and Release Agreement, dated March 19, 2026, by and between Ridgepost Capital, LLC and Mark Hood (Incorporated by Reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on March 23, 2026).
10.2
Consulting Agreement, dated March 19, 2026, by and between Ridgepost Capital, LLC and Mark Hood (Incorporated by Reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on March 23, 2026).
31.1*
Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* (1)
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* (1)
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.
(1) This exhibit should not be deemed to be "filed" for purposes of Section 18 of the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Ridgepost Capital, Inc.
Date: May 8, 2026
By:
/s/ Luke A. Sarsfield III
Luke A. Sarsfield III
Chief Executive Officer and Director
Date: May 8, 2026
By:
/s/ Amanda Coussens
Amanda Coussens
Chief Financial Officer (Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.