SEC Filing - Ionic Digital, Inc.

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SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

DiFiore Thomas Albert

(Last)

(First)

(Middle)

C/O IONIC DIGITAL INC, 650 MASSACHUSETTS

AVENUE NW, 6TH FLOOR

(Street)

WASHINGTON

20001

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/20/2026

3. Issuer Name and Ticker or Trading Symbol
Ionic Digital Inc. [ IOND ]
Foreign Trading Symbol

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock, par value $0.00001 per share	37,375⁽¹⁾	D
Class A common stock, par value $0.00001 per share	29,673	I⁽²⁾	By THOMAS DIFIORE CHILDRENS GST INVESTMENT IRRV TR
Class A common stock, par value $0.00001 per share	20,148	I⁽²⁾	By DIFIORE ASA IRREVOCABLE GST TRUST
Class A common stock, par value $0.00001 per share	1,099	I⁽²⁾	By DIFIORE TSA IRREVOCABLE GST TRUST
Class A common stock, par value $0.00001 per share	53	I⁽²⁾	By spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Includes 24,917 restricted stock units ("RSUs") under the Ionic Digital Inc. Omnibus Incentive Plan. Each RSU represents a contingent right to receive one share of Class A common stock. The RSUs vest in two annual installments on the date of the 2027 annual stockholder meeting and the 2028 annual stockholder meeting, subject to continued service as a director on such dates.

2. The reporting person is the settlor, but not the trustee, of the THOMAS DIFIORE CHILDREN'S GST INVESTMENT IRREVOCABLE TRUST ("Children's Trust"), the DIFIORE ASA IRREVOCABLE GST TRUST ("ASA Trust"), and the DIFIORE TSA IRREVOCABLE GST TRUST ("TSA Trust"). He has no voting or dispositive power over any shares held by these trusts. With respect to the TSA Trust, the reporting person is the sole beneficiary and may be deemed to have a pecuniary interest in the shares held by that trust; accordingly, he disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. With respect to the Children's Trust and the ASA Trust, the reporting person is not a beneficiary and disclaims beneficial ownership of the shares held by those trusts. The inclusion of any such shares herein shall not be construed as an admission by the reporting person that he is the beneficial owner thereof for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

	/s/ Thomas Albert DiFiore	07/20/2026
	** 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 5 (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.
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