[Form 4] Corvus Pharmaceuticals, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing for Corvus Pharmaceuticals (CRVS) dated 07/01/2025 details insider transactions by OrbiMed-affiliated entities.

• Warrant exercise: On 06/27/2025, OrbiMed Private Investments V, LP ("OPI V") exercised 1,397,684 common stock warrants at $3.50 per share.
• Cashless settlement: The transaction was executed on a cashless basis. To satisfy the $4.9 million aggregate exercise price, the issuer withheld 1,176,332 warrant shares, issuing the remaining 221,352 shares to OPI V.
• Open-market disposition: Table I also shows a Code "S" disposal of the same 1,176,332 shares at an average price of $4.1586.
• Post-transaction holdings: OrbiMed’s indirect beneficial ownership declined from 8,341,338 to 7,165,006 common shares, but it remains a >10% shareholder and board-represented director.
• Control structure: OPI V is controlled by OrbiMed Capital GP V LLC (general partner) and OrbiMed Advisors LLC (managing member). Each entity disclaims beneficial ownership except to the extent of pecuniary interest.

The filing signals routine warrant housekeeping before the 06/30/2025 expiry rather than a strategic shift. The cashless feature limits share issuance to 221,352 new shares, a modest dilution relative to OrbiMed’s prior stake. Nonetheless, the simultaneous disposition reduces OrbiMed’s ownership by roughly 14%, which investors may view as a slight negative sentiment indicator.

Positive

• Limited dilution: Only 221,352 new shares were issued despite 1.40 m warrants exercised, minimizing impact on total share count.
• Continued >10% ownership: OrbiMed retains 7.17 m shares and a board seat, indicating ongoing strategic interest.

Negative

• 14% reduction in holdings: Disposal of 1.18 m shares lowers OrbiMed’s stake from 8.34 m to 7.17 m shares, potentially signaling reduced confidence.
• Potential selling pressure: The sale at $4.1586 could weigh on short-term share performance if interpreted as insider selling.

Insights

Securities Analyst

TL;DR—OrbiMed exercised expiring warrants cashlessly, added 221k shares but sold 1.18 m, trimming stake to 7.17 m shares.

The key takeaway is position management rather than directional conviction. Exercising before the 06/30/2025 expiry avoided warrant lapse while the cashless structure conserved cash. Net dilution is limited (≈221k shares). However, disposing of 1.18 m shares—14% of the prior position—reduces alignment with minority shareholders and could create modest selling pressure near the $4.16 execution price. Given Corvus’s small-cap profile, the trade is noteworthy but not transformational.

Corporate Governance Expert

TL;DR—Stakeholder still >10% owner with board seat; governance influence unchanged.

OrbiMed, through OPI V, maintains director representation (Peter A. Thompson) and remains above the 10% ownership threshold, preserving Section 16 filing obligations and significant governance leverage. The disclaimer language reiterates limited beneficial ownership claims, standard for investment advisers. From a governance standpoint, continuity of influence outweighs the moderate share reduction, suggesting neutral overall impact.

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
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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^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Corvus Pharmaceuticals, Inc. [ CRVS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

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

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

	Form filed by One Reporting Person
X	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	06/27/2025		X		1,397,684	A	$3.5	8,341,338	I	See Footnotes(2)(3)
Common Stock	06/27/2025		S(1)		1,176,332	D	$4.1586	7,165,006	I	See Footnotes(2)(3)

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 Warrants (right to buy)	$3.5	06/27/2025		X			1,397,684	04/29/2025	06/30/2025	Common Stock	1,397,684	$0	0	I	See Footnotes(2)(3)

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

OrbiMed Capital GP V LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On June 27, 2025, OrbiMed Private Investments V, LP ("OPI V") exercised common warrants ("Warrants") to purchase 1,397,684 shares of the Issuer's Common Stock for $3.50 per share. OPI V paid the exercise price on a cashless basis, resulting in the Issuer withholding 1,176,332 of the Warrant shares to pay the exercise price and issuing to OPI V the remaining 221,352 shares.

2. These securities are held of record by OPI V. OrbiMed Capital GP V LLC ("GP V") is the general partner of OPI V, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP V. By virtue of such relationships, GP V and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI V noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI V.

3. This report on Form 4 is jointly filed by OrbiMed Advisors and GP V. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1943, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors and GP V have designated a representative, Peter A. Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

	/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC	07/01/2025
	/s/ Carl L. Gordon, Member of OrbiMed Capital GP VI LLC	07/01/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did OrbiMed report for CRVS?

On 06/27/2025, OrbiMed exercised 1,397,684 warrants at $3.50 and disposed of 1,176,332 shares in a cashless transaction.

How many CRVS shares does OrbiMed hold after the transaction?

7,165,006 common shares are indirectly beneficially owned after the reported activity.

Was the warrant exercise cashless or cash-paid?

Cashless; the issuer withheld shares equal to the $4.9 million exercise cost.

Does OrbiMed remain a 10% owner of Corvus Pharmaceuticals?

Yes, post-transaction holdings keep OrbiMed above the 10% ownership threshold.

What was the average sale price for the disposed CRVS shares?

Shares were disposed of at an average price of $4.1586 per share.