LeonaBio (ATHA) CFO sells shares to cover taxes after RSU vesting

Rhea-AI Filing Summary

LeonaBio, Inc.’s chief financial officer reported routine equity activity involving restricted stock units and a small tax-related sale. On March 3, 3,900 restricted stock units vested and converted into the same number of common shares. On March 4, 906 common shares were sold at a weighted-average price of $5.37 solely to cover tax withholding obligations under a mandatory “sell to cover” policy, leaving 15,851 common shares held directly.

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^*

Renninger Robert

(Last) (First) (Middle)

C/O LEONABIO, INC.

18706 NORTH CREEK PARKWAY, SUITE 104

(Street)

BOTHELL WA 98011

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LeonaBio, Inc. [ LONA ]

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		M		3,900	A	$0	16,757	D
Common Stock	03/04/2026		S(1)		906	D	$5.37(2)	15,851	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
Restricted Stock Units	(3)	03/03/2026		M			3,900	(4)	(4)	Common Stock	3,900	$0	0	D

Explanation of Responses:

1. Represents shares of common stock sold to cover tax withholding and remittance obligations in connection with the vesting of restricted stock units ("RSU") pursuant to mandatory "sell to cover" policies maintained by the Issuer and provisions contained in the reporting person's applicable RSU agreement, and does not represent a discretionary sale by the reporting person. No additional shares of common stock were sold by the reporting person.

2. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $5.03 to $5.70, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

3. Each RSU represents a contingent right to receive one (1) share of Issuer's common stock.

4. On March 3, 2025, the reporting person was granted 3,900 RSUs (as adjusted for the 10-for-1 reverse stock split completed on September 17, 2025). 100% of the RSUs vested on the one (1) year anniversary of the grant date.

	/s/ Mark Worthington, Attorney-in-Fact on behalf of Robert Renninger	03/05/2026
	** 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).
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FAQ

What insider transactions did LeonaBio (ATHA) disclose for its CFO?

LeonaBio’s chief financial officer reported vesting of 3,900 restricted stock units into common shares on March 3 and a sale of 906 common shares on March 4, executed only to satisfy tax withholding obligations under the company’s mandatory “sell to cover” policy.

How many LeonaBio (ATHA) shares did the CFO sell and at what price?

The CFO sold 906 shares of LeonaBio common stock at a weighted-average price of $5.37 per share. The shares were sold in multiple transactions within a price range from $5.03 to $5.70, solely to cover tax withholding obligations related to restricted stock unit vesting.

Were the LeonaBio (ATHA) share sales by the CFO discretionary trades?

The 906-share sale was not a discretionary trade. It was executed under LeonaBio’s mandatory “sell to cover” policies and the CFO’s restricted stock unit agreement to cover tax withholding and remittance obligations arising from the vesting of 3,900 restricted stock units.

What restricted stock units vested for LeonaBio (ATHA) CFO and when?

The CFO was granted 3,900 restricted stock units on March 3, 2025, adjusted for a 10-for-1 reverse stock split completed on September 17, 2025. One hundred percent of these units vested on the one-year anniversary of the grant date, March 3, 2026, delivering 3,900 common shares.

How many LeonaBio (ATHA) shares does the CFO hold after these transactions?

Following the reported transactions, the CFO directly holds 15,851 shares of LeonaBio common stock. This reflects the conversion of 3,900 restricted stock units into shares and the tax-related sale of 906 shares executed under the company’s mandatory “sell to cover” procedures.