Apnimed CFO reports option reclassification and grants

Apnimed, Inc. reported equity award changes for Chief Financial Officer Michael B. Kelly.

Rhea-AI Filing Summary

Apnimed, Inc. reported equity award changes for Chief Financial Officer Michael B. Kelly. Existing stock options for 333,580 shares at an exercise price of $8.15 and separate options for 31,434 shares at $16.00 were reclassified from Class A Common Stock into Common Stock pursuant to exemptions under Rule 16b-7 and Rule 16b-3, resulting in offsetting dispositions to and grants from the issuer with no net change in option count. These options expire in 2036 and vest 25% after twelve months from June 22, 2026, with the remainder vesting in substantially equal monthly installments over the following 36 months, subject to continued service.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Kelly Michael B

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy) F1, F2	333,580	$0.00	$0.00
Grant/Award	Stock Option (Right to Buy) F1, F2	333,580	$0.00	$0.00
Grant/Award	Stock Option (Right to Buy) F2	31,434	$0.00	$0.00
Disposition	Stock Option (Right to Buy) F1, F2	31,434	$0.00	$0.00
Grant/Award	Stock Option (Right to Buy) F1, F2	31,434	$0.00	$0.00

Holdings After Transaction: Stock Option (Right to Buy) — 365,014 contracts (Direct)

Footnotes (2)

1. F1. Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3, each share of Class A Common Stock was reclassified into one share of Common Stock.
2. F2. 25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after June 22, 2026, and the remainder of the shares vest and become exercisable in substantially equal monthly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date.

Key Figures

Stock options reclassified at $8.15: 333,580 shares at $8.15 Stock options reclassified at $16.00: 31,434 shares at $16.00 Initial vesting tranche: 25% of option shares +2 more

5 metrics

Stock options reclassified at $8.15 333,580 shares at $8.15 Options on Class A Common Stock reclassified into Common Stock, expiring 2036-06-23

Stock options reclassified at $16.00 31,434 shares at $16.00 Options on Class A Common Stock reclassified into Common Stock, expiring 2036-07-29

Initial vesting tranche 25% of option shares Vests after twelve months of continuous service following June 22, 2026

Remaining vesting period 36 months Remaining 75% vests in substantially equal monthly installments thereafter

Reclassification rules cited Rule 16b-7 and Rule 16b-3 Reclassification of Class A Common Stock into Common Stock exempt under these rules

Key Terms

Rule 16b-7, Rule 16b-3, Class A Common Stock, Stock Option (Right to Buy

4 terms

Rule 16b-7 regulatory

"Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3"

A U.S. Securities and Exchange Commission safe-harbor rule that shields corporate insiders (officers, directors and large shareholders) from automatic short-swing profit claims when they buy or sell their company’s stock under a pre-approved, written plan that follows specific timing and nondiscretionary rules. For investors, the rule matters because it distinguishes routine, formula-driven insider transactions from opportunistic trades that could trigger automatic profit recoveries—think of it as an approved autopilot for insider trading that reduces legal uncertainty when the plan’s conditions are met.

Rule 16b-3 regulatory

"reclassification exempt under Rule 16b-7 and Rule 16b-3, each share of Class A"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Class A Common Stock financial

"each share of Class A Common Stock was reclassified into one share of Common"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Stock Option (Right to Buy financial

"security_title: Stock Option (Right to Buy)"

FAQ

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

What did Apnimed (APMD) disclose about CFO Michael B. Kelly’s options?

Apnimed reported that CFO Michael B. Kelly had existing stock options reclassified from Class A Common Stock into Common Stock, with offsetting dispositions and grants that produced no net change in his option count, all as equity compensation-related adjustments.

How many Apnimed (APMD) shares are covered by Kelly’s $8.15 stock options?

Kelly holds stock options covering 333,580 shares of Apnimed Common Stock with an exercise price of $8.15 per share, expiring on June 23, 2036, reflecting reclassified awards originally tied to Class A Common Stock.

What are the terms of Michael Kelly’s $16.00 Apnimed (APMD) stock options?

Kelly has options for 31,434 shares of Apnimed Common Stock at an exercise price of $16.00 per share, expiring on July 29, 2036. These options are also subject to the same reclassification from Class A Common Stock.

How do Michael Kelly’s Apnimed (APMD) options vest after June 22, 2026?

For the reported options, 25% of the shares vest after twelve months of continuous service following June 22, 2026. The remaining 75% vest in substantially equal monthly installments over the next 36 months, contingent on continued service.

Were Michael Kelly’s Apnimed (APMD) option changes part of a Rule 10b5-1 plan?

The filing indicates the Rule 10b5-1 checkbox is not affirmed, and the footnotes instead reference reclassification exemptions under Rule 16b-7 and Rule 16b-3, not a pre-arranged trading plan.

Did Michael Kelly buy or sell Apnimed (APMD) shares in the market?

No market purchases or sales are described. The Form 4 shows derivative transactions: issuer dispositions and grants of stock options tied to a share reclassification, resulting in no net change in option quantity.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 08/09/2026 - 02:00 PM Accepted by SEC EDGAR 08/03/2026 - 04:01 PM Learn about SEC filing dates

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

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^*

Kelly Michael B

(Last) (First) (Middle)

APNIMED, INC.

39 JOHN F. KENNEDY STREET, 4TH FLOOR

(Street)

CAMBRIDGE MASSACHUSETTS 02138

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Apnimed, Inc. [ APMD ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2026

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

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
Stock Option (Right to Buy)	$8.15	08/03/2026		D(1)			333,580	(2)	06/23/2036	Class A Common Stock	333,580	$0	0	D
Stock Option (Right to Buy)	$8.15	08/03/2026		A(1)		333,580		(2)	06/23/2036	Common Stock	333,580	$0	333,580	D
Stock Option (Right to Buy)	$16	07/30/2036		A		31,434		(2)	07/29/2036	Class A Common Stock	31,434	$0	31,434	D
Stock Option (Right to Buy)	$16	08/03/2036		D(1)			31,434	(2)	07/29/2036	Class A Common Stock	31,434	$0	0	D
Stock Option (Right to Buy)	$16	08/03/2036		A(1)		31,434		(2)	07/29/2036	Common Stock	31,434	$0	31,434	D

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3, each share of Class A Common Stock was reclassified into one share of Common Stock.

2. 25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after June 22, 2026, and the remainder of the shares vest and become exercisable in substantially equal monthly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date.

	/s/Kevin R. Lind, Attorney-in-Fact	08/03/2026
	** 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)