### 4
SEC FORM
4 SEC Form 4
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 | OMB APPROVAL |
OMB Number: | 3235-0287 |
Estimated average burden |
hours per response: | 0.5 |
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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). |
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| 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 * Gokhale Pranav |
(Last) | (First) | (Middle) |
C/O INFLEQTION, INC. |
1315 WEST CENTURY DRIVE, SUITE 150 |
(Street) LOUISVILLE |
COLORADO
| 80027 |
(City) | (State) | (Zip) |
UNITED STATES |
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Infleqtion, Inc.
[ INFQ ]
| 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner |
X | Officer (give title below) | | Other (specify below) |
| Chief Technology Officer | | |
|
2a. Foreign Trading Symbol
|
3. Date of Earliest Transaction
(Month/Day/Year)
06/04/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
X | Form filed by One Reporting Person |
| Form filed by More than One Reporting Person |
|
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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 |
Common Stock | 06/04/2026 | | S | | 120,000 | D | $ 17.73 (1) | 2,218,980 | D | |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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 |
Explanation of Responses: |
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.56 to $17.86 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
Remarks: |
The shares of common stock reported as sold represent less than 4.6% of the shares of common stock beneficially owned by the Reporting Person immediately prior to the sales as reported on this Form 4. Following the sales as reported on this Form 4, the Reporting Person continues to beneficially own shares of common stock representing approximately 1.1% of the Issuer's outstanding common stock. For purposes of this remark, beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and percentages are calculated based on 224,116,454 shares of common stock of the Issuer outstanding as of June 2, 2026, plus (i) 283,903 shares of common stock issuable to the Reporting Person upon the exercise of vested options as of such date and (ii) 12,242 shares of common stock issuable to the Reporting Person upon the exercise of options, or the vesting of restricted stock units, within 60 days of such date. |
| /s/ Jason D. Hall, Attorney-in-Fact | 06/05/2026 |
| ** 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) |
### 4
X0609
4
2026-06-04
0002007825
Infleqtion, Inc.
INFQ
0002108532
Gokhale Pranav
false
C/O INFLEQTION, INC.
1315 WEST CENTURY DRIVE, SUITE 150
LOUISVILLE
CO
80027
false
true
false
false
Chief Technology Officer
0
Common Stock
2026-06-04
4
S
0
120000
17.73
D
2218980
D
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.56 to $17.86 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The shares of common stock reported as sold represent less than 4.6% of the shares of common stock beneficially owned by the Reporting Person immediately prior to the sales as reported on this Form 4. Following the sales as reported on this Form 4, the Reporting Person continues to beneficially own shares of common stock representing approximately 1.1% of the Issuer's outstanding common stock. For purposes of this remark, beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and percentages are calculated based on 224,116,454 shares of common stock of the Issuer outstanding as of June 2, 2026, plus (i) 283,903 shares of common stock issuable to the Reporting Person upon the exercise of vested options as of such date and (ii) 12,242 shares of common stock issuable to the Reporting Person upon the exercise of options, or the vesting of restricted stock units, within 60 days of such date.
/s/ Jason D. Hall, Attorney-in-Fact
2026-06-05