Camp4 Therapeutics director granted 3,179,558 warrants

Camp4 Therapeutics Corp director Andrew J. Schwab reported that affiliated fund 5AM Ventures VII, L.P. received 3,179,558 Pre-Funded Warrants to buy an equal number of common shares at an exercise price of 0.0001 per share.

Rhea-AI Filing Summary

Camp4 Therapeutics Corp director Andrew J. Schwab reported that affiliated fund 5AM Ventures VII, L.P. received 3,179,558 Pre-Funded Warrants to buy an equal number of common shares at an exercise price of 0.0001 per share. The warrants are immediately exercisable, have no expiration, and include a 9.99% beneficial ownership cap for Ventures VII and its Attribution Parties.

Insider Trade Summary

Grant/Award: 3,179,558 shares

Grant/Award 1 txn

Insider Schwab Andrew J.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Pre-Funded Warrant (Right to Buy) F1, F2	3,179,558	$1.5299	$4.86M

Holdings After Transaction: Pre-Funded Warrant (Right to Buy) — 3,179,558 contracts (Indirect, By 5AM Ventures VII, L.P.)

Footnotes (2)

1. F1. The Pre-Funded Warrant has no expiration date and is exercisable immediately. Notwithstanding the foregoing, 5AM Ventures VII, L.P. ("Ventures VII") shall not be entitled to exercise the Pre-Funded Warrant to the extent that it would cause the aggregate number of shares of Common Stock beneficially owned by Ventures VII, together with its Attribution Parties (as defined in the Pre-Funded Warrant), to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
2. F2. The shares are directly held by Ventures VII. 5AM Partners VII, LLC ("Partners VII") is the sole general partner of Ventures VII. The Reporting Person is a managing member of Partners VII and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures VII. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Key Figures

Pre-Funded Warrants Awarded: 3,179,558 Price per Warrant: 1.5299 Exercise Price per Share: 0.0001 +3 more

6 metrics

Pre-Funded Warrants Awarded 3,179,558 Number of Pre-Funded Warrants granted to 5AM Ventures VII, L.P.

Price per Warrant 1.5299 Acquisition price per Pre-Funded Warrant

Exercise Price per Share 0.0001 Exercise price for each underlying Camp4 Therapeutics common share

Beneficial Ownership Cap 9.99% Maximum aggregate beneficial ownership for Ventures VII and its Attribution Parties

Underlying Common Shares 3,179,558 Common shares issuable upon full exercise of the Pre-Funded Warrants

Warrants Held After Transaction 3,179,558 Total Pre-Funded Warrants indirectly beneficially owned after the award

Key Terms

Pre-Funded Warrant, beneficially owned, Attribution Parties, pecuniary interest

4 terms

Pre-Funded Warrant financial

"The Pre-Funded Warrant has no expiration date and is exercisable immediately."

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

beneficially owned financial

"to exceed 9.99% of the total number of issued and outstanding shares of Common Stock beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Attribution Parties financial

"beneficially owned by Ventures VII, together with its Attribution Parties"

pecuniary interest financial

"The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein."

FAQ

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

What insider transaction did Andrew J. Schwab report for CAMP?

Andrew J. Schwab reported an indirect acquisition of 3,179,558 Pre-Funded Warrants linked to Camp4 Therapeutics common stock. The warrants were awarded to 5AM Ventures VII, L.P. at 1.5299 per warrant and are exercisable at 0.0001 per share.

Who directly holds the Pre-Funded Warrants reported for CAMP?

The 3,179,558 Pre-Funded Warrants are directly held by 5AM Ventures VII, L.P.. Its general partner is 5AM Partners VII, LLC, where Andrew J. Schwab is a managing member; he disclaims beneficial ownership except for his pecuniary interest.

What are the key terms of the CAMP Pre-Funded Warrants?

The Pre-Funded Warrants are exercisable immediately, have no expiration date, and allow purchase of 3,179,558 common shares at an exercise price of 0.0001 per share. A 9.99% beneficial ownership cap limits aggregate holdings by 5AM Ventures VII and its Attribution Parties.

How does the 9.99% beneficial ownership cap affect CAMP warrants?

The 9.99% cap prevents 5AM Ventures VII and its Attribution Parties from exercising warrants if doing so would push their aggregate beneficial ownership above 9.99% of Camp4 Therapeutics’ outstanding common stock, effectively limiting how many warrants can be exercised at any one time.

Are the CAMP insider warrant transactions under a Rule 10b5-1 plan?

The Form 4 indicates the Rule 10b5-1 checkbox as not selected, and the footnotes do not describe any pre-arranged trading plan. The reported acquisition of Pre-Funded Warrants is therefore not identified as occurring under a Rule 10b5-1 plan.

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

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Available on EDGAR 08/05/2026 - 05:29 PM Accepted by SEC EDGAR 08/05/2026 - 05:29 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^*

Schwab Andrew J.

(Last) (First) (Middle)

C/O 5AM VENTURE MANAGEMENT, LLC

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CALIFORNIA 94111

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Camp4 Therapeutics Corp [ CAMP ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026

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
Pre-Funded Warrant (Right to Buy)	$0.0001	08/03/2026		A		3,179,558		(1)	(1)	Common Stock	3,179,558	$1.5299	3,179,558	I	By 5AM Ventures VII, L.P.(2)

Explanation of Responses:

1. The Pre-Funded Warrant has no expiration date and is exercisable immediately. Notwithstanding the foregoing, 5AM Ventures VII, L.P. ("Ventures VII") shall not be entitled to exercise the Pre-Funded Warrant to the extent that it would cause the aggregate number of shares of Common Stock beneficially owned by Ventures VII, together with its Attribution Parties (as defined in the Pre-Funded Warrant), to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.

2. The shares are directly held by Ventures VII. 5AM Partners VII, LLC ("Partners VII") is the sole general partner of Ventures VII. The Reporting Person is a managing member of Partners VII and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures VII. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

	/s/ Andrew J. Schwab	08/05/2026
	** 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).
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)