Cluey Ltd Director Mark Rohald Purchases 459,653 Shares On-Market for $2,922.91

Mark Rohald’s On-Market Acquisition of 459,653 Cluey Shares on 30 June 2026

The company update confirms that Cluey Ltd director Mark Rohald completed an on-market purchase of 459,653 ordinary shares on 30 June 2026. The total consideration disclosed was $2,922.91, representing a modest cash outlay but a meaningful addition to Rohald’s already significant indirect equity exposure in the company.

This acquisition was made through Benjano Corporate Pty Ltd, an entity where Rohald serves as director. Benjano Corporate Pty Ltd was not previously listed in the director’s interest notice dated 18 December 2025, marking this as its first recorded holding of Cluey shares. The on-market nature of the transaction indicates it was conducted via normal exchange trading rather than through placements, rights issues, or other capital market transactions.

Structure of Mark Rohald’s Total Cluey Shareholding Across Associated Entities

Rohald’s interest in Cluey Ltd is held indirectly across various associated entities rather than directly in his own name. The update notes his personal holding remains steady at 59,044 ordinary shares. However, most of his economic interest is held through corporate and superannuation entities, a common strategy among directors for asset protection and estate planning.

The breakdown after this transaction is: Mistdean Pty Ltd (Mistdean A/C) with 53,411,500 ordinary shares; Rohald Pty Ltd (Rohald super fund A/C) holding 2,289,995 shares; Benjano One Pty Ltd (Benjano One A/C) with 7,044,000 shares; and the newly added Benjano Corporate Pty Ltd holding 459,653 shares. Additionally, Rohald holds 500,000 performance rights and 1,000,000 options. In total, his ordinary share exposure now exceeds 63.2 million shares.

Introduction of Benjano Corporate Pty Ltd as a New Registered Holder

Benjano Corporate Pty Ltd’s appearance as a registered holder is a notable aspect of this disclosure. Prior to 30 June 2026, it held no Cluey shares and was absent from Rohald’s prior notice filed on 18 December 2025. The acquisition of exactly 459,653 shares in a single on-market trade represents this entity’s inaugural purchase of Cluey shares.

Rohald’s role as director of Benjano Corporate Pty Ltd establishes the indirect interest under ASX Listing Rule 3.19A.2 and the Corporations Act 2001 (Cth). Directors must disclose interests held through controlled entities, which is why this transaction required an Appendix 3Y filing despite not being in Rohald’s personal name. The company update did not provide details on the strategic rationale behind this acquisition.

Implied Share Price and Insights from the $2,922.91 Consideration

The disclosed total consideration of $2,922.91 for 459,653 shares implies an average acquisition price of approximately $0.00636 per share (around 0.636 cents). This calculation is based on the announcement data and is provided for context; Cluey Ltd did not explicitly disclose the per-share price.

Cluey Ltd has experienced challenges since listing, and the low implied share price aligns with trading levels typical of microcap or distressed ASX-listed companies. The immediate market impact of this director purchase is unclear from public information. Investors should consult live market data or financial advisors before interpreting price movements from a single insider trade. Director purchases are often viewed as a sign of confidence but do not guarantee future performance.

Confirmation That the Trade Occurred Outside a Closed Period

Part 3 of the Appendix 3Y requires directors to confirm whether securities were traded during a closed period—times when trading by insiders is restricted, such as around earnings releases or material announcements. The company update explicitly states the shares were not traded during a closed period, so no prior written clearance was necessary.

This disclosure ensures compliance with Cluey Ltd’s trading policy and indicates no access to material non-public information influenced the purchase. Part 2 of the form, concerning changes in contracts, was marked not applicable, confirming the transaction involved only securities.

Mark Rohald’s Retained Performance Rights and Options in Cluey Ltd

Besides ordinary shares, Rohald holds 500,000 performance rights and 1,000,000 options in Cluey Ltd, unchanged by the 30 June 2026 transaction which involved only shares acquired through Benjano Corporate Pty Ltd. These instruments suggest some equity exposure is contingent on performance or exercise conditions yet to be met.

The Appendix 3Y did not detail terms, vesting, exercise prices, or expiry dates for these instruments. Investors seeking further information should consult Cluey Ltd’s remuneration reports, executive incentive plans, or other ASX filings. The company did not provide updated valuations for these instruments in the announcement.

Cluey Ltd’s Corporate Profile and Importance of Director Shareholding Levels

Cluey Ltd is an Australian edtech firm operating an online tutoring platform, listed on the ASX and active in the private tutoring market. The company update contains no operational data, revenue figures, or strategic announcements, and should not be interpreted as providing guidance beyond the director’s shareholding change.

Director shareholdings are closely watched by investors as indicators of board alignment with shareholders. Even modest purchases can signal confidence, though analysts advise considering such signals alongside the company’s financial health, operations, and risks. Investors should review Cluey Ltd’s latest financial and operational disclosures for a comprehensive view.

Mistdean Pty Ltd Remains the Largest Entity in Rohald’s Shareholding Structure

Among Rohald’s associated entities, Mistdean Pty Ltd (Mistdean A/C) holds the largest stake with 53,411,500 ordinary shares, representing the majority of his indirect shareholding. This holding was unaffected by the 30 June 2026 purchase and has been consistently disclosed.

By contrast, the 459,653 shares acquired by Benjano Corporate Pty Ltd constitute less than 1% of Rohald’s total associated entity holdings. Despite its small size, the transaction triggered a formal disclosure under ASX Listing Rule 3.19A.2 and section 205G of the Corporations Act, reflecting transparency obligations regardless of transaction scale. The prior notice was dated 18 December 2025.

Investor Considerations Following This Director Interest Update

Investors should monitor further director shareholding changes, including purchases, disposals, or conversions of performance rights or options, which require disclosure in subsequent Appendix 3Y filings. Given Rohald’s substantial aggregate indirect holding relative to Cluey Ltd’s likely modest market capitalization, changes in his position could influence insider sentiment assessments.

The next significant event for Cluey Ltd investors will be upcoming financial or operational disclosures such as quarterly reports or annual results. The 30 June 2026 update contains no forward guidance, and investors are reminded that director purchases do not constitute investment advice. Independent financial consultation is recommended before making decisions based on this or any director interest disclosures.