LNZA · LanzaTech Global, Inc.

Summary

On February 11, 2026, LanzaTech, Inc., a wholly owned subsidiary of LanzaTech Global, Inc., entered into a Series A Preferred Stock Purchase and Exchange Agreement with LanzaJet, Inc. and Series A Investors, purchasing 455,522 shares of Series A Preferred Stock for $2.0 million and exchanging 60,316,250 shares of LanzaJet Common Stock for Class C Common Stock at the Initial Closing. This reduced the Company's fully diluted ownership in LanzaJet from approximately 53% to 46%.

Key takeaways

• LanzaTech, Inc. purchased 455,522 shares of LanzaJet Series A Preferred Stock at $4.390563 per share for $2.0 million aggregate on February 11, 2026.
• Company exchanged 60,316,250 shares of LanzaJet Common Stock for 60,316,250 shares of Class C Common Stock.
• Entered Third Amended and Restated Stockholders’ Agreement providing Company board designee and chairperson rights if owning ≥5% fully diluted shares.
• Company's fully diluted ownership in LanzaJet reduced to approximately 46% post-transaction.
• LanzaJet filed Fifth Amended and Restated Certificate of Incorporation authorizing Series A Preferred Stock and Class C Common Stock.