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Wednesday, October 21, 2026

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Founder and CEO Andrew Karos hasn’t reported a single sale of Boost Run $BRUN stock since the listing. He takes a $1.00/year salary, owns 44.6% of the shares, and controls 87% of the vote, so his pay comes almost entirely through the stock. Since my August update, the only open-market sales came from director Sean Goodrich, who holds his stake through Goodrich ILMJS LLC, an investor on Willow Lane’s side of the merger. Goodrich’s sales came after a forced warrant exercise. Once $BRUN closed at or above $18.00 on 20 of 30 trading days, Boost Run could redeem its warrants for $0.01 each, so after it called them on July 21, Goodrich paid $12.7M on August 19 to exercise his 1,101,986 warrants. He then sold 198,200 shares at $20.15 on August 27 and 500,000 at $14.00 on September 14 for $11.0M total, 86.8% of what the exercise cost him, and still holds 4,437,921 shares (8.2% of the Class A). So I don’t read the sales as a verdict on the business, since he sold about what the exercise cost him when he could have sold far more. Meanwhile, three executives have more stock coming. The compensation committee granted them 4.59M time-based restricted stock units (RSUs) on September 29, 5.5% of the shares outstanding. At the $16.65 grant-date price, the 4.59M RSUs are worth $76.4M, 42.5-45.0% of the $170-180M 2026 revenue estimate. Giving up 5.5% of the shares is expensive, but the grants give the CTO who runs all of $BRUN’s GPU deployments and the CFO who has to finance the GPUs a reason to stay through mid-2029. $BRUN still reports three material weaknesses, the most serious kind of gap in a company’s financial reporting controls. They’re in (1) IT general controls, (2) segregation of duties (keeping one person from handling a transaction end to end), and (3) the number of qualified accounting staff. $BRUN’s filing record hasn’t been clean either. Both 10-Qs came late, after notices of late filing on May 26 and August 14, and the original Q1 10-Q, filed June 1, called its disclosure controls effective until an amended Q1 10-Q on August 18 said they weren’t. I’m comfortable with the weaknesses for now, since (1) the S-4 (merger filing) disclosed all three before the merger, (2) the amendment didn’t change any reported numbers, and (3) $BRUN has hired a chief accounting officer, a COO, and a CIO to fix the gaps. But lenders, and any agency rating the parent-level debt $BRUN wants, will read the same filings.

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