BioAge Labs CFO exercises options, sells 27,000 shares

BioAge Labs, Inc. Chief Financial Officer Dov A. Goldstein reported a same-day option exercise and share sales.

Rhea-AI Filing Summary

BioAge Labs, Inc. Chief Financial Officer Dov A. Goldstein reported a same-day option exercise and share sales. On January 13, 2026, he exercised stock options for 27,000 shares of common stock at an exercise price of $8.39 per share, then sold 27,000 shares in multiple transactions at weighted-average prices of $18.4278, $19.4526, $20.5392 and $21.0808 per share. A footnote states that at least one transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on December 2, 2024. After these trades, he holds 22,408 shares of common stock directly, and the option award provides for monthly vesting and an early exercise feature.

Insider Trade Summary

Exercise and Sale: 27,000 shares ($305K approx. pre-tax spread)

Exercise and Sale 6 txns

Insider GOLDSTEIN DOV A MD

Role Chief Financial Officer

Sold 27,000 shs ($532K)

Approx. gross sale proceeds $532K

Approx. exercise cost $227K

Approx. pre-tax spread $305K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	27,000	$0.00	$0.00
Exercise	Common Stock	27,000	$8.39	$227K
Sale	Common Stock	8,974	$18.4278	$165K
Sale	Common Stock	4,440	$19.4526	$86K
Sale	Common Stock	11,663	$20.5392	$240K
Sale	Common Stock	1,923	$21.0808	$41K

Holdings After Transaction: Stock Option (Right to Buy) — 92,587 contracts (Direct); Common Stock — 22,408 shares (Direct)

Footnotes (6)

1. F1. This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 2, 2024.
2. F2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.91 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and in footnotes 3 through 5 of this Form 4.
3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.00 to $19.86 per share, inclusive.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.04 to $21.02 per share, inclusive.
5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.04 to $21.15 per share, inclusive.
6. F6. The option vested or vests as to 1/48th of the total award monthly, with the first tranche vesting on May 17, 2024, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date. Additionally, the entire award is exercisable at any time pursuant to an early exercise feature of the option award.

Key Figures

Options exercised: 27,000 shares Option exercise price: $8.39 per share Shares sold: 27,000 shares +7 more

10 metrics

Options exercised 27,000 shares Stock options exercised on January 13, 2026

Option exercise price $8.39 per share Conversion or exercise price for 27,000-share option

Shares sold 27,000 shares Common stock sold in multiple transactions on January 13, 2026

Weighted-average sale price 1 $18.4278 per share One reported tranche of common stock sales

Weighted-average sale price 2 $19.4526 per share One reported tranche of common stock sales

Weighted-average sale price 3 $20.5392 per share One reported tranche of common stock sales

Weighted-average sale price 4 $21.0808 per share One reported tranche of common stock sales

Post-transaction holdings 22,408 shares Direct common stock held after reported transactions

Rule 10b5-1 plan adoption date December 2, 2024 Trading plan referenced in a transaction footnote

Option vesting schedule 1/48th monthly Option vests in equal monthly installments starting May 17, 2024

Key Terms

Rule 10b5-1 trading plan, weighted average price, early exercise feature, vesting

4 terms

Rule 10b5-1 trading plan regulatory

"This transaction was executed pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The reported price in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

early exercise feature financial

"the entire award is exercisable at any time pursuant to an early exercise feature"

vesting financial

"The option vested or vests as to 1/48th of the total award monthly"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

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

What insider activity did BIOA’s CFO report on this Form 4?

BioAge Labs CFO Dov A. Goldstein reported a same-day option exercise and share sales. He exercised stock options for 27,000 shares at $8.39 per share and sold 27,000 common shares in multiple weighted-average price transactions on January 13, 2026.

How many BIOA stock options did the CFO exercise, and at what price?

The CFO exercised 27,000 stock options for BioAge Labs common stock. The exercise price reported was $8.39 per share, and the options relate to an award that vests in equal monthly installments with an early exercise feature.

How many BIOA shares did the CFO sell and at what prices?

Dov A. Goldstein sold a total of 27,000 BioAge Labs common shares. The filing reports weighted-average sale prices of $18.4278, $19.4526, $20.5392 and $21.0808 per share across multiple transactions, with additional price ranges described in the footnotes.

How many BioAge Labs (BIOA) shares does the CFO hold after these transactions?

After the reported transactions, the CFO holds 22,408 BioAge Labs common shares directly. This post-transaction balance is provided in the filing’s holdings information and reflects his remaining direct equity position following the option exercise and related sales.

Was a Rule 10b5-1 trading plan involved in the BIOA insider transactions?

Yes. A footnote states that at least one transaction was executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 2, 2024, indicating that some trading activity followed a pre-established plan.

What are the vesting terms of the CFO’s option award at BIOA?

The option award vests as to 1/48th of the total grant in monthly installments, with the first tranche vesting on May 17, 2024. The entire award is also exercisable at any time pursuant to an early exercise feature, subject to continued service.

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

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Accepted by SEC EDGAR 01/15/2026 - 04:22 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).

X

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^*

GOLDSTEIN DOV A MD

(Last) (First) (Middle)

C/O BIOAGE LABS, INC.

5885 HOLLIS STREET, SUITE 370

(Street)

EMERYVILLE CA 94608

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BioAge Labs, Inc. [ BIOA ]

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)
01/13/2026

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	01/13/2026		M(1)		27,000	A	$8.39	49,408	D
Common Stock	01/13/2026		S(1)		8,974	D	$18.4278(2)	40,434	D
Common Stock	01/13/2026		S(1)		4,440	D	$19.4526(3)	35,994	D
Common Stock	01/13/2026		S(1)		11,663	D	$20.5392(4)	24,331	D
Common Stock	01/13/2026		S(1)		1,923	D	$21.0808(5)	22,408	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
Stock Option (Right to Buy)	$8.39	01/13/2026		M(1)			27,000	(6)	04/16/2034	Common Stock	27,000	$0	92,587	D

Explanation of Responses:

1. This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 2, 2024.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.91 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and in footnotes 3 through 5 of this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.00 to $19.86 per share, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.04 to $21.02 per share, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.04 to $21.15 per share, inclusive.

6. The option vested or vests as to 1/48th of the total award monthly, with the first tranche vesting on May 17, 2024, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date. Additionally, the entire award is exercisable at any time pursuant to an early exercise feature of the option award.

	/s/ Dov A. Goldstein	01/15/2026
	** 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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