Street: GC Information Sheet

What is actually being sold?

Existing shares held by a current shareholder. The seller receives the sale proceeds. Street is not issuing new shares on behalf of the company.

What securities-law pathway does Street use?

Street is focused on Section 4(a)(7) private resales. Buyers must be accredited investors, the resale cannot involve general solicitation, and the other statutory conditions must be satisfied for each transaction.

What does the issuer need to approve?

The issuer approves the secondary program and the transfer perimeter: the covered share class, eligible shares, applicable transfer restrictions, and any required company consents or waivers. Third party rights such as investor ROFRs or co-sale rights must be handled separately if they apply.

What information does the company need to provide?

Section 4(a)(7) requires reasonably current issuer information to be made available to prospective purchasers, including basic company, security, management and financial information. Street coordinates the transaction package with the issuer and the acting service providers.

How does ownership work?

The underlying shares are held through a custody structure. The custodian is reflected as the registered holder for the deposited position, while investors hold the corresponding beneficial position through securities-entitlement records. The issuer remains the issuer of the underlying shares.

Does every investor appear separately on the cap table?

Not necessarily. The issuer stock ledger can show the custodian for the deposited position rather than a separate registered line for each beneficial holder.

The transaction process

Who performs the regulated functions?

Transfer agency, brokerage / execution, custody, settlement and cash handling are separate functions, we partner with various licensed entities to provide these functions.

What happens to voting rights and distributions?

The rights come from the underlying share class. Because the nominee is the registered holder, voting and other issuer-facing rights are generally exercised through the documented instruction process. Dividends and other distributions are received at the registered / intermediary level and allocated to the relevant beneficial holders.

What happens in a stock split, merger or other corporate action?

The custody position and investor records are updated together so the beneficial positions continue to match the underlying shares or proceeds. The corporate action does not change the underlying economics simply because the position is administered through Street.

Can an investor exit the structure?

Subject to the applicable restrictions and account terms, an eligible holder may be able to transfer to another intermediary, move into another permitted holding form, or sell in a separate valid resale. Street does not guarantee redemption or liquidity.

Does a secondary transaction automatically change the company’s 409A?

No. A secondary price is relevant valuation evidence, but it does not automatically become the company’s common stock FMV. The issuer and its valuation adviser should assess the security sold, transaction size, frequency, information available and other relevant facts.

What about insiders or MNPI?

Issuer approval and accredited-investor status do not override insider-trading rules. The company should apply its normal controls around material nonpublic information, trading windows and insider participation.

What does Street need from legal before launch?

A clear authorization for the program; the governing transfer restrictions and cap table information; identification of any ROFR, co-sale or consent rights; the required Section 4(a)(7) issuer information; and a point person for corporate actions and legal questions.