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Aardvark reprices CEO options to conditional $1.26

Available on EDGAR Accepted by SEC EDGAR
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Form Type
4

Rhea-AI Filing Summary

Aardvark Therapeutics, Inc. (AARD) reported that CEO, director and 10% owner Tien-Li Lee's options were repriced November 6, 2026: 203,851 from $13.48 to $1.26; 549,534 from $11.29 to $1.26; and 40,566 from $4.24 to $1.26. The $1.26 price depends on Continuous Service through the earlier of November 6, 2027, or a Change in Control during that service; exercises before the Retention Period ends use the original prices. The options retain their original vesting schedules and expiration dates. No Rule 10b5-1 plan is reported.

Insider Lee Tien-Li
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Stock Option (right to buy) F1, F3, F4, F2 203,851 -- --
Disposition Stock Option (right to buy) F3, F4, F2 203,851 -- --
Grant/Award Stock Option (right to buy) F5, F3, F4, F6 549,534 -- --
Disposition Stock Option (right to buy) F3, F4, F6 549,534 -- --
Grant/Award Stock Option (right to buy) F7, F3, F4, F8 40,566 -- --
Disposition Stock Option (right to buy) F3, F4, F8 40,566 -- --
Holdings After Transaction: Stock Option (right to buy) — 793,951 options (Direct)
Footnotes (8)
  1. F1. If this option is exercised prior to the end of the Retention Period (as defined in footnote (3)), the exercise price per share for such exercise shall be $13.48, the original exercise price per share, and not the New Exercise Price (as defined in footnote (3)) reflected in Column 2.
  2. F2. 1/4th of the shares subject to the option shall vest on February 9, 2027, and 1/48th of the shares subject to the option shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service through each vesting date, inclusive.
  3. F3. On August 14, 2026, the stockholders of the Issuer approved a proposal to reprice certain eligible outstanding stock options, including the stock options with exercise prices of $13.48, $11.29 and $4.24 listed in Table II (the "Repriced Options"). In accordance with this approval, on November 6, 2026, the exercise price of each Repriced Option was reduced to $1.26 (the "New Exercise Price"); provided that, for the New Exercise Price to apply, the Reporting Person must remain in Continuous Service (as defined in the applicable equity plan governing such option) with the Issuer from November 6, 2026 until the earlier of (i) November 6, 2027 and (ii) a Change in Control (as defined in the applicable equity plan governing such option) during the Reporting Person's Continuous Service with the Issuer (upon which such option shall accelerate in full) (such period, the "Retention Period").
  4. F4. (Continued from footnote 3) Following the repricing, each Repriced Option retains its respective original vesting schedule and expiration date.
  5. F5. If this option is exercised prior to the end of the Retention Period, the exercise price per share for such exercise shall be $11.29, the original exercise price per share, and not the New Exercise Price reflected in Column 2.
  6. F6. 1/4th of the shares subject to the option vested on June 11, 2026, and 1/48th of the shares subject to the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service through each vesting date, inclusive.
  7. F7. If this option is exercised prior to the end of the Retention Period, the exercise price per share for such exercise shall be $4.24, the original exercise price per share, and not the New Exercise Price reflected in Column 2.
  8. F8. 1/48th of the original number of shares subject to the option vested on July 27, 2024, and 1/48th of the original number of shares subject to the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service through each vesting date, inclusive.
Options repriced and exercise prices 203,851 options; $13.48 original exercise price; $1.26 new exercise price Repriced November 6, 2026; expiration February 9, 2036
Options repriced and exercise prices 549,534 options; $11.29 original exercise price; $1.26 new exercise price Repriced November 6, 2026; expiration June 11, 2035
Options repriced and exercise prices 40,566 options; $4.24 original exercise price; $1.26 new exercise price Repriced November 6, 2026; expiration July 20, 2034
New Exercise Price financial
"the New Exercise Price"
Retention Period technical
"such period, the "Retention Period""
Continuous Service technical
"must remain in Continuous Service"
Change in Control technical
"a Change in Control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the vesting schedules for Tien-Li Lee's AARD repriced options?
One-quarter of the 203,851-option tranche vests February 9, 2027, followed by 1/48 monthly; one-quarter of the 549,534-option tranche vested June 11, 2026, followed by 1/48 monthly; and 1/48 of the original 40,566 options vested July 27, 2024, with 1/48 monthly thereafter. Each schedule is subject to continuous service through each vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →
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SEC Form 4
FORM 4UNITED 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
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*
Lee Tien-Li
(Last)(First)(Middle)
C/O AARDVARK THERAPEUTICS, INC.
4370 LA JOLLA VILLAGE DRIVE, SUITE 1050
(Street)
SAN DIEGO CALIFORNIA 92122
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Aardvark Therapeutics, Inc. [ AARD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/06/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)$1.26(1)11/06/2026A203,851 (2)02/09/2036Common Stock203,851(3)(4)203,851D
Stock Option (right to buy)$13.4811/06/2026D203,851 (2)02/09/2036Common Stock203,851(3)(4)0D
Stock Option (right to buy)$1.26(5)11/06/2026A549,534 (6)06/11/2035Common Stock549,534(3)(4)549,534D
Stock Option (right to buy)$11.2911/06/2026D549,534 (6)06/11/2035Common Stock549,534(3)(4)0D
Stock Option (right to buy)$1.26(7)11/06/2026A40,566 (8)07/20/2034Common Stock40,566(3)(4)40,566D
Stock Option (right to buy)$4.2411/06/2026D40,566 (8)07/20/2034Common Stock40,566(3)(4)0D
Explanation of Responses:
1. If this option is exercised prior to the end of the Retention Period (as defined in footnote (3)), the exercise price per share for such exercise shall be $13.48, the original exercise price per share, and not the New Exercise Price (as defined in footnote (3)) reflected in Column 2.
2. 1/4th of the shares subject to the option shall vest on February 9, 2027, and 1/48th of the shares subject to the option shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service through each vesting date, inclusive.
3. On August 14, 2026, the stockholders of the Issuer approved a proposal to reprice certain eligible outstanding stock options, including the stock options with exercise prices of $13.48, $11.29 and $4.24 listed in Table II (the "Repriced Options"). In accordance with this approval, on November 6, 2026, the exercise price of each Repriced Option was reduced to $1.26 (the "New Exercise Price"); provided that, for the New Exercise Price to apply, the Reporting Person must remain in Continuous Service (as defined in the applicable equity plan governing such option) with the Issuer from November 6, 2026 until the earlier of (i) November 6, 2027 and (ii) a Change in Control (as defined in the applicable equity plan governing such option) during the Reporting Person's Continuous Service with the Issuer (upon which such option shall accelerate in full) (such period, the "Retention Period").
4. (Continued from footnote 3) Following the repricing, each Repriced Option retains its respective original vesting schedule and expiration date.
5. If this option is exercised prior to the end of the Retention Period, the exercise price per share for such exercise shall be $11.29, the original exercise price per share, and not the New Exercise Price reflected in Column 2.
6. 1/4th of the shares subject to the option vested on June 11, 2026, and 1/48th of the shares subject to the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service through each vesting date, inclusive.
7. If this option is exercised prior to the end of the Retention Period, the exercise price per share for such exercise shall be $4.24, the original exercise price per share, and not the New Exercise Price reflected in Column 2.
8. 1/48th of the original number of shares subject to the option vested on July 27, 2024, and 1/48th of the original number of shares subject to the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service through each vesting date, inclusive.
/s/ Nelson Sun, as Attorney-in-Fact11/10/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

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