Aprea Therapeutics (APRE) CFO buys 5,700 shares and warrants

Rhea-AI Filing Summary

Aprea Therapeutics’ Senior Vice President and CFO John P. Hamill bought 5,700 shares of common stock in a private placement on January 30, 2026 at $0.89 per share, bringing his direct holdings to 33,433 shares.

He also received common warrants to purchase up to 5,700 additional shares at an exercise price of $0.765 per share. The warrants are immediately exercisable but include caps so his and his affiliates’ beneficial ownership cannot exceed 4.99% of common stock or 9.99% of total voting power after exercise. The warrants expire on the second anniversary of the earlier of the effectiveness of a registration statement for the underlying shares or the date those shares become eligible for sale under Rule 144, assuming cashless exercise.

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

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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).

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^*

Hamill John P.

(Last) (First) (Middle)

3805 OLD EASTON ROAD

(Street)

DOYLESTOWN PA 18902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aprea Therapeutics, Inc. [ APRE ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SrVP/CFO/Prin Fin & Acct Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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

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

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

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	01/30/2026		P		5,700(1)	A	$0.89	33,433	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
Common Warrant	$0.765	01/30/2026		P		5,700		01/30/2026	(2)(3)	Common Stock	5,700	(2)(3)	5,700	D

Explanation of Responses:

1. On January 28, 2026, the Issuer entered into a securities purchase agreement with certain accredited investors, including the Reporting Person. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold to the Reporting Person in a private placement, which closed on January 30, 2026, an aggregate of 5,700 shares of the Issuer's common stock (the "Shares") at a purchase price of $0.89 per Share. The Reporting Person also received accompanying common warrants (the "Common Warrants") to purchase up to an aggregate of 5,700 Shares.

2. The Common Warrants are immediately exercisable, provided, that, the Common Warrants cannot be exercised to the extent that, upon giving effect to or immediately prior to such exercise, would cause either (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) would exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise or (ii) the combined voting power of the Issuer's securities beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the combined voting power of all of the Issuer's securities outstanding immediately after giving effect to the exercise.

3. The Common Warrants will expire on or prior to 5:00 p.m. (New York City time) on the second year anniversary of the earlier of: (i) the effective date of the registration statement registering the underlying Shares of the Common Warrants and (ii) the date the Shares underlying the Common Warrants are eligible for sale under Rule 144 (assuming cashless exercise of the Common Warrants) without the requirement for the Issuer to be in compliance with the current public information required under Rule 144.

	/s/ John Hamill	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Aprea Therapeutics (APRE) report for John P. Hamill?

Aprea Therapeutics reported that CFO John P. Hamill purchased 5,700 common shares in a private placement. He paid $0.89 per share and also received common warrants to buy up to 5,700 additional shares, increasing his direct equity exposure to the company.

How many Aprea Therapeutics (APRE) shares does the CFO own after this Form 4?

After the reported transaction, CFO John P. Hamill directly owns 33,433 shares of Aprea Therapeutics common stock. This reflects the addition of 5,700 newly purchased shares from the January 30, 2026 private placement disclosed in the Form 4 filing.

What are the key terms of the Aprea Therapeutics warrants received by the CFO?

John P. Hamill received common warrants to purchase up to 5,700 Aprea shares at an exercise price of $0.765 per share. The warrants are immediately exercisable, subject to ownership limits, and give him the right to buy more shares on specified terms.

What ownership limits apply to the Aprea Therapeutics warrants held by the CFO?

The common warrants cannot be exercised if doing so would push Hamill and his affiliates above 4.99% of common stock outstanding or above 9.99% of total voting power. These caps limit how much voting and economic control can result from exercising the warrants.

When do the Aprea Therapeutics common warrants issued to the CFO expire?

The common warrants will expire on or before 5:00 p.m. New York City time on the second anniversary of the earlier of two events: effectiveness of a registration statement for the underlying shares or Rule 144 eligibility of those shares, assuming cashless exercise.

Was the Aprea Therapeutics CFO transaction a market purchase or a private placement?

The transaction occurred through a private placement, not open-market buying. Aprea entered a securities purchase agreement with accredited investors, including John P. Hamill, and sold him 5,700 common shares plus accompanying common warrants that closed on January 30, 2026.