| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
CoinShares PLC [ CSHR ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary shares | 03/31/2026 | J(1) | 21,605,661 | A | (1) | 21,605,661 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Call Option (right to buy) | $256,221 | 03/31/2026(2) | J(1)(2) | 1 | 09/12/2026 | 09/12/2026 | Ordinary Shares | 182,372 | (1)(2) | 1 | D | ||||
| Call Option (right to buy) | $238,959 | 03/31/2026(2) | J(1)(2) | 1 | 10/12/2026 | 10/12/2026 | Ordinary Shares | 182,372 | (1)(2) | 1 | D | ||||
| Call Option (right to buy) | $247,842 | 03/31/2026(2) | J(1)(2) | 1 | 11/11/2026 | 11/11/2026 | Ordinary Shares | 182,372 | (1)(2) | 1 | D | ||||
| Call Option (right to buy) | $225,477 | 03/31/2026(2) | J(1)(2) | 1 | 12/11/2026 | 12/11/2026 | Ordinary Shares | 182,372 | (1)(2) | 1 | D | ||||
| Call Option (right to buy) | $243,306 | 03/31/2026(2) | J(1)(2) | 1 | 01/10/2027 | 01/10/2027 | Ordinary Shares | 182,372 | (1)(2) | 1 | D | ||||
| Call Option (right to buy) | $235,053 | 03/31/2026(2) | J(1)(2) | 1 | 02/09/2027 | 02/09/2027 | Ordinary Shares | 182,372 | (1)(2) | 1 | D | ||||
| Call Option (right to buy) | $241,416 | 03/31/2026(2) | J(1)(2) | 1 | 03/11/2027 | 03/11/2027 | Ordinary Shares | 182,372 | (1)(2) | 1 | D | ||||
| Call Option (right to buy) | $343,539 | 03/31/2026(2) | J(1)(2) | 1 | 04/10/2027 | 04/10/2027 | Ordinary Shares | 182,372 | (1)(2) | 1 | D | ||||
| Call Option (right to buy) | $317,268 | 03/31/2026(2) | J(1)(2) | 1 | 05/10/2027 | 05/10/2027 | Ordinary Shares | 182,372 | (1)(2) | 1 | D | ||||
| Call Option (right to buy) | $335,349 | 03/31/2026(2) | J(1)(2) | 1 | 06/09/2027 | 06/09/2027 | Ordinary Shares | 182,372 | (1)(2) | 1 | D | ||||
| Call Option (right to buy) | $1,010,394 | 03/31/2026(2) | J(1)(2) | 1 | 07/09/2027 | 07/09/2027 | Ordinary Shares | 547,116 | (1)(2) | 1 | D | ||||
| Call Option (right to buy) | $986,769 | 03/31/2026(2) | J(1)(2) | 1 | 10/14/2027 | 10/14/2027 | Ordinary Shares | 547,116 | (1)(2) | 1 | D | ||||
| Call Option (right to buy) | $580,986 | 03/31/2026(2) | J(1)(2) | 1 | 11/13/2027 | 11/13/2027 | Ordinary Shares | 364,744 | (1)(2) | 1 | D | ||||
| Explanation of Responses: |
| 1. On March 31, 2026, CoinShares PLC, a public company limited by shares organized under the laws of Jersey (the "Issuer"), consummated its previously announced business combination (the "Business Combination") pursuant to Business Combination Agreement, dated as of September 8, 2025, by and among the Company, CoinShares International Limited, a public company limited by shares organized under the laws of Jersey ("CSIL"), and the other parties thereto. Upon closing of the Business Combination, the reporting person acquired these securities in exchange for the reporting person's securities in CSIL pursuant to the terms and conditions of the Business Combination Agreement. In the Business Combination, each CSIL share became approximately 1.8237 ordinary shares of the issuer. |
| 2. Pursuant to a Master Securities Loan Agreement, the reporting person sold shares of CSIL across 13 separate tranches. The reporting person holds a European-style call option with respect to each tranche, exercisable only on the applicable maturity date (the "Maturity Date") set forth in column 6 of Table II for the amount set forth in column 2 of Table II. Under the Master Securities Loan Agreement, the call option automatically substituted the Ordinary Shares of the Issuer issued in the Business Combination in exchange for the CSIL shares subject to the call option. During the term of the options, the reporting person pays the counterparty interest at the rate of 3.75%, per annum. The Maturity Date for each tranche is three years after to the applicable Closing Date; provided, if the resulting Maturity Date would fall less than 30 days after the Maturity Date of the immediately preceding tranche, the Maturity Date is instead30 days after the Maturity Date of such preceding tranche. |
| /s/ Daniel Masters | 04/02/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||