Jun 5–6 window at a glance
Coverage: Jun 5 18:00 UTC → Jun 6 18:00 UTC (~24 hours)
FANG $2B exit leads a sell-heavy Saturday: whale moves Jun 6
Saturday's 24-hour window is dominated by two of the quarter's largest Form 4 disclosures: Diamondback Energy related party Lyndal Greth's $2.04B sell of 10 million shares, and a KKR / George Roberts coordinated $1.73B PE exit from BrightSpring Health. Three watchlist gaps resolve in a single cycle: Walden exits HUBC to zero post-split (Weinberger also clears), Slootman's Snowflake divestiture is confirmed at $153M cumulative under a 10b5-1 plan, and Pagliuca's $25M NCLH open-market buy is verified. Silver Lake's DELL stake restructuring is now quantified at 46.5M Class C shares. Proxy contests escalate at NNDM (PREC14A, 70% board declassification threshold) and SEER (board rejects Radoff-JEC revised offer; July 28 meeting). New 13D/G filings include a Hartree Partners 13D→13G passive flip on HDSN and a community banker activist 13D at CZWI.
Saturday's filing window opened with the largest single Form 4 disclosure of the quarter: a $2.04B sell in Diamondback Energy by a 10%-plus holder, filed June 5. A KKR-led cluster at BrightSpring Health added another $1.73B. Three watchlist gaps from earlier this week close — Walden exits HUBC to zero, Slootman's $153M Snowflake divestiture is fully confirmed, and Pagliuca's $25M Norwegian Cruise buy is verified. Two proxy contests escalate.
통계 카드를 불러오는 중…
Quick scan: all key moves
| Ticker | Entity | Action | Size | Type | Date |
|---|---|---|---|---|---|
| FANG | Lyndal Greth (10%+ holder) | Sell — 10M shares @ $204.25 | $2.04B | Form 4 | Jun 4 trade / Jun 5 filed |
| BTSG | KKR Americas XII + George Roberts | Sell — 14.67M shares each @ $58.45 | $1.73B cluster | Form 4 | Jun 5 |
| SNOW | Frank Slootman | Sell confirmed — 162,924 sh @ $263.70 | $43M (cumulative $153M) | Form 4 (10b5-1) | Jun 1 trade |
| NCLH | Stephen Pagliuca (director, Bain Capital co-chair) | Buy confirmed — 1.38M shares @ $18.06–$18.16 | $25.0M | Form 4 | Jun 1–2 trades |
| DELL | Silver Lake Group | 13D/A #14 — 2.15M Class C sold, 2.68M B→C converted | 46.5M Class C (7.2%) | Schedule 13D/A | Jun 5 |
| HUBC | Walden / Jon Walden | 13G/A Amendment #2 — exit to 0 shares | 0% | Schedule 13G/A | Jun 5 |
| HUBC | Elliot Weinberger | 13G/A — exit to 0 shares | 0% | Schedule 13G/A | Jun 4–5 |
| TXO | Bob R. Simpson | Buy #12 — 600K units, 13D/A confirms 16.2% | $8.2M (May 21–Jun 3 batch) | Form 4 + 13D/A | Jun 3 trade |
| NNDM | Nano Dimension (management) | PREC14A — contested EGM; FOR proposals 1–2 | $441.6M cash | PREC14A | Jun 5 |
| SEER | Radoff-JEC Capital | DFRN14A supplement — board rejected revised offer | 4.28M shares (7.7%) | DFRN14A | Jun 4 |
| MSTR | Le Phong (CEO) + Andrew Kang (CFO) | Sell — exercise + sell (Sale+OE) | $15.1M cluster | Form 4 | Jun 5 |
| NSP | Paul Sarvadi (CEO/Chair) + 1 insider | Buy cluster — 544,987 shares | $15.7M | Form 4 | Jun 3 trade |
| CZWI | Gale Hoese + family | Activist 13D — 6.3% stake | 1.48M+ shares | Schedule 13D | Jun 4 |
| HDSN | Hartree Partners | 13D → 13G passive flip — 3.8M shares | 9.0% | Schedule 13G | Jun 5 |
FANG: $2.04B single-name energy sell — largest Form 4 this quarter
Diamondback Energy (Nasdaq: FANG — one of the Permian Basin's largest pure-play shale oil producers, market cap roughly $50B) disclosed on June 5 that related party Lyndal Greth sold 10,000,000 shares at $204.25 each on June 4, generating $2,042,500,000. 1 2 This is the largest single Form 4 filing by dollar value in the current coverage quarter.
The same day, three other FANG insiders filed Form 4 sales: 2
| Insider | Role | Shares sold | Price | Proceeds |
|---|---|---|---|---|
| Matthew Kaes Van't Hof | CEO | 15,000 | $207.50 | $3,112,500 |
| Matt Zmigrosky | EVP | 5,000 | $210.00 | $1,050,000 |
| Teresa Dick | CAO | 7,000 | $200.90 | $1,406,300 |
The Greth transaction is categorized as a related party (10%-plus holder) sale — structurally different from the CEO/EVP cluster, which may reflect individual 10b5-1 plan sales. Whether the Greth transaction was pre-scheduled is not confirmed in available filings. At 10 million shares, the trade size represents a position of institutional scale rather than typical executive compensation-plan liquidity.
BTSG: $1.73B KKR-led PE exit from BrightSpring Health
BrightSpring Health Services (Nasdaq: BTSG — a home and community-based healthcare services provider controlled by KKR and Leonard Green & Partners) saw a coordinated sell cluster on June 5 totaling approximately $1.73B. 1 2
KKR Americas XII Ltd and KKR co-founder George R. Roberts each sold 14,669,771 shares at $58.45, generating $857,492,124 apiece. The identical share counts and prices across both filings indicate a single coordinated block sale. CEO Jon B. Rousseau, CFO Jennifer A. Phipps, and another executive filed smaller sales the same day:
| Entity / Insider | Role | Shares sold | Price | Proceeds |
|---|---|---|---|---|
| KKR Americas XII Ltd | PE fund (10%+ holder) | 14,669,771 | $58.45 | $857,492,124 |
| George R. Roberts | KKR co-founder (10%+ holder) | 14,669,771 | $58.45 | $857,492,124 |
| Jon B. Rousseau | CEO | 260,000 | $58.75 | $15,275,000 |
| Jennifer A. Phipps | CFO | 35,000 | $58.75 | $2,056,250 |
| Lisa A. Nalley | Executive | 35,000 | $58.75 | $2,056,250 |
| Total cluster | ~$1.73B |
차트를 불러오는 중…
KKR (Kohlberg Kravis Roberts — a global alternative asset manager with approximately $600B in AUM) and Leonard Green & Partners took BrightSpring public in January 2024 after a multi-year PE ownership period. This sell cluster is consistent with a staged PE exit following the post-IPO lock-up period. The KKR Americas XII fund vehicle is a U.S.-focused PE fund, suggesting the sales may be driven by fund-level distribution requirements rather than a directional view on BTSG's standalone business.
Watchlist resolutions: four gaps close in one cycle
HUBC — Walden exits to zero; float reshuffles post-split
Jon Matthew Walden — who had converted from a passive Schedule 13G to activist Schedule 13D just days before the June 7 compliance deadline — filed Schedule 13G/A (Amendment #2) on June 5 reporting 0 ordinary shares, 0% of Hub Cyber Security (Nasdaq: HUBC — an Israel-based zero-trust cybersecurity firm). 3 Walden's 13D conversion (June 1) and amendment (June 3), which had signaled possible activist intent, are now moot.
Elliot Weinberger also filed a 13G/A reporting 0 shares (0%), fully exiting in the same window. Two additional filers with the same deadline — Steven Strauss (120,750 shares) and Jonathan Strauss (194,000 shares, approximately 5%) — maintain positions. Three 13G/A filers from CIKs 0002133627, 0002133620, and 0001376474 remain unidentified. 4
HUBC's 1:20 reverse split became effective June 5 at 11:59 PM ET (new CUSIP M6000J192, trading resumes June 8). Post-split outstanding shares are approximately 3.33 million — meaning the Strauss positions at 120,750 and 194,000 pre-split shares translate to roughly 6,038 and 9,700 post-split shares. Chad Williams remains the largest known holder at 766,368 pre-split shares (59.8%). 4
SNOW — Slootman $153M exit confirmed
Frank Slootman — former Snowflake (NYSE: SNOW — cloud data warehousing and analytics) CEO who stepped down in February 2024 — sold 162,924 shares at a weighted-average price of $263.70 on June 1, generating $43.0M, per Form 4 filed June 3. 5 He simultaneously exercised options for the same 162,924 shares at an $8.88 strike price under a pre-existing Rule 10b5-1 plan.
Combined with the May 29 filing covering 437,076 shares at approximately $252.43 ($110.3M), Slootman's confirmed sales across two Form 4 filings total ~$153.3M. The sequential tranche structure — a large exercise-and-sell followed by a smaller residual — is consistent with a full 10b5-1 liquidation program nearing completion.
NCLH — Pagliuca $25M open-market buy confirmed
Stephen G. Pagliuca — Bain Capital co-chair and Norwegian Cruise Line Holdings (NYSE: NCLH — a cruise line operator with three brands: Norwegian, Oceania, and Regent Seven Seas) director — purchased 1,380,000 NCLH shares across two days: 695,000 at a weighted-average $18.16 on June 1, and 685,000 at $18.06 on June 2, for a total of $25.0M. 6 Post-trade direct holdings: 1,388,912 shares. These are open-market purchases, not option exercises — a distinction that typically carries more informational weight.
Pagliuca's buy is the window's largest insider purchase, made at prices in the $17.81–$18.45 range. No 10b5-1 plan is mentioned in the available filing. At Bain Capital's scale (approximately $180B in AUM), a $25M personal investment is a meaningful personal commitment rather than a token position.
DELL — Silver Lake 13D/A quantifies the restructuring
Silver Lake (a technology-focused private equity firm, approximately $100B AUM) filed Schedule 13D/A Amendment #14 on June 5 for Dell Technologies (NYSE: DELL — the Austin-based enterprise infrastructure and PC company). 7 The filing resolves the outstanding gap from prior cycles when SEC XML returned 403 errors.
Beneficial ownership: 46,485,717 Class C shares (~7.2% of total common, ~13.0% combined voting power), plus 46,256,914 Class C-equivalent Class B shares. In the 60-day window ending June 3: Silver Lake entities converted 2,679,340 Class B shares to Class C and sold 2,148,664 Class C shares. Largest single entity: Silver Lake Partners IV at 18,234,475 shares (5.3% of Class C). Egon Durban (Silver Lake co-CEO, Dell board member) separately donated 7,487 shares to a charitable foundation.
Proxy escalations: NNDM and SEER both intensify
NNDM — PREC14A filed; 70% threshold for board declassification
Nano Dimension (Nasdaq: NNDM — an Israel-based additive manufacturing technology company) filed a PREC14A (preliminary contested proxy) on June 5, urging shareholders to vote FOR Proposals 1–2 and AGAINST Proposals 3–6 at an extraordinary general meeting. 8 Proposal 2 — board declassification — requires a 70% approval threshold. The company holds $441.6M cash and expects to announce a Phase 3 strategic direction "in coming weeks" per a CEO letter (DEFA14A) also filed June 5.
The contested proxy follows a prior 13D/A by activist investor Murchinson (disclosed May 21), which demanded board changes. Management is running its own director slate against Murchinson's nominees. The 70% threshold for declassification is a structural hurdle — with Murchinson at roughly 7.4%, it would likely need support from multiple large institutional holders to reach that bar.
SEER — Board rejects Radoff-JEC revised offer; Jul 28 meeting
Seer, Inc. (Nasdaq: SEER — a proteomics platform company) saw the Radoff-JEC Capital group file a DFRN14A proxy supplement on June 4, confirming 4,280,000 shares (7.7%). 9 The Seer board unanimously rejected a revised unsolicited proposal from the Radoff-JEC group, citing undervaluation — though the board's specific financial rationale remains in the DEFA14A filings not yet fully parsed. Both sides now have competing definitive proxy statements on file (management DEFC14A filed June 3, Radoff DEFC14A filed June 1). Annual meeting: July 28, 2026.
Key management-aligned stakes from prior coverage: CEO Omid Farokhzad 12.0%, SoftBank 9.3%, aMoon 9.0%. The combined management-friendly vote block likely exceeds 30%, making this a competitive but not easily winnable contest for the Radoff-JEC side absent broad institutional support.
New 13D/G filings worth noting
HDSN — Hartree Partners reverses to passive. Hartree Partners (a commodity-focused asset manager) filed a Schedule 13G on June 5 reporting 3,800,000 shares of Hudson Technologies (Nasdaq: HDSN — a refrigerant reclamation and recycle services company), representing 9.0%, with sole voting and dispositive power. 10 The filing states the holder "no longer hold[s] securities of the Issuer with a purpose or effect of changing or influencing control of the Issuer" — a Rule 13d-1(h) conversion back from the 13D Hartree had filed in December 2025. The shift from activist to passive intent removes the near-term catalyst overhang that the 13D status implied.
CZWI — Community banker takes activist 6.3% stake. Gale Hoese — CEO of Security Bank & Trust Company (Caledonia, Minnesota) — and affiliated family investors filed a Schedule 13D (activist, not passive 13G) on June 4 disclosing 6.3% of Citizens Community Bancorp (Nasdaq: CZWI — a Midwest regional community bank). 11 The filing describes CZWI as "undervalued" relative to its intrinsic value and earnings potential, and flags the possibility of engaging on strategy, governance, capital structure, and board composition. The filing reserves the right to pursue "extraordinary transactions such as a merger, business combination, recapitalization, [or] restructuring." With CZWI's market cap in the $80–100M range, a 6.3% position is a meaningful activist foothold rather than a passive financial bet.
MSTR — C-suite exercise-and-sell $15.1M. Strategy Inc. (formerly MicroStrategy, Nasdaq: MSTR — the world's largest corporate Bitcoin holder with approximately $40B+ in BTC) CEO Le Phong sold 93,738 shares at $118.73 ($11.1M) and CFO Andrew Kang sold 33,062 shares at $118.73 ($3.9M) on June 5, both through exercise-and-sell transactions (Sale+OE type). 12 Combined: $15.1M, reducing the CEO's holding by 40% post-trade.
NSP — CEO-led $15.7M cluster buy. Insperity, Inc. (NYSE: NSP — a human resources outsourcing and professional employer organization services company, market cap approximately $1.1B) Chairman and CEO Paul J. Sarvadi bought 233,000 shares at $34.05 ($7.9M) on June 3, with a second insider purchasing approximately 311,987 shares ($7.8M) in the same cluster. 12 13 Total: 544,987 shares, $15.7M. The second insider's post-trade holding of 1,899,854 shares represents a 40% increase. Dual insider buying at this scale — CEO plus a second large holder in a tight window — is the kind of cluster that typically signals conviction on the stock's near-term direction.
Watch-list status
TXO / Bob Simpson — Buy #12 confirmed, streak now 12 consecutive. The 13D/A (Amendment #2) filed June 4 confirms that Simpson's May 21–June 3 purchases total 1,050,000 units (~$14.4M), bringing his cumulative position to 9,000,000 units (16.2% of 55,446,407 outstanding). 14 YTD buying exceeds $52M across 12 consecutive open-market purchases since May 7, all funded with personal funds per filing language.
통계 카드를 불러오는 중…
RPAY — No new filings; June 10 annual meeting is 4 days out. No Repay Holdings (Nasdaq: RPAY — a payments technology company) filings dated June 5–6 appear on the EDGAR index. Forager Fund (12.4% holder, activist) continues its plan to withhold votes on all five incumbent directors at the June 10 meeting. The $372M KUBRA acquisition closed June 1. 15
BHR — DEF 14A still absent. Braemar Hotels & Resorts (NYSE: BHR — a hotel REIT) has not filed a definitive proxy statement as of June 6. Last activity: Al Shams Global DFAN14A #9 + SC 13D/A Amendment on June 2. Without the DEF 14A, the annual meeting date and management's director slate remain unknown. The $480M Ashford Inc. payout obligation continues as the key financial overhang. 16
NVTS / NNDM — Navitas quiet; Nano in proxy mode. Navitas Semiconductor (Nasdaq: NVTS) had no new filings in the June 5–6 window; the last 13D/A filed May 29. NNDM's proxy filing activity described above is the primary development.
All data sourced from SEC EDGAR primary filings 4 15 16, StockTitan parsed filings 3 7, and Insider Monitor / OpenInsider aggregated Form 4 data 1 12. Rule 10b5-1 status unconfirmed for all transactions unless explicitly stated. BTSG and FANG exact filing accession numbers sourced from Insider Monitor real-time and top-10 sales pages; individual SEC XML verification pending for FANG Greth share-class breakdown.
Cover image: AI-generated illustration.
참고 출처
- 1Insider Monitor — Real-time Insider Trading Report
- 2Insider Monitor — Top 10 Insider Sales of the Week
- 3StockTitan — Hub Cyber Security 13G/A filing showing 0 shares
- 4SEC EDGAR — Hub Cyber Security Ltd. filings index (CIK 0001905660)
- 5SEC EDGAR — Snowflake Inc. filings index (CIK 0001640147)
- 6StockTitan — Norwegian Cruise Line director buys 1.38M shares
- 7StockTitan — Silver Lake updates Dell Technologies ownership stake
- 8SEC EDGAR — Nano Dimension Ltd. filings index (CIK 0001643303)
- 9SEC EDGAR — Seer, Inc. filings index (CIK 0001726445)
- 10StockTitan — Hartree Partners HDSN 13G filing
- 11TradingView — Gale Hoese Takes Activist Stake at Citizens Community Bancorp
- 12OpenInsider — SEC Form 4 Insider Trading Screener
- 13Insider Monitor — Top 10 Insider Buys of the Week
- 14StockTitan — Simpson boosts TXO Partners ownership to 16.2%
- 15SEC EDGAR — Repay Holdings Corp filings index (CIK 0001720592)
- 16SEC EDGAR — Braemar Hotels & Resorts filings index (CIK 0001574085)
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