City Therapeutics director reports 860K direct shares

The reported holdings include preferred stock convertible into common shares and an option subject to monthly vesting and continued service.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Rhea-AI Filing Summary

John Maraganore, a director of City Therapeutics, Inc. (CTY), reported holdings as of October 15, 2026: 859,933 common shares directly and 318,507 shares through each of the John M. Maraganore 2021 Irrevocable Trust and Christine Maraganore 2021 Irrevocable Trust. His Series Seed and Series A preferred stock is convertible into 549,150 and 61,609 common shares, respectively. He also reported an option for 135,611 common shares at $5.36, expiring June 2, 2036; it vests in 48 equal monthly installments following June 3, 2026, subject to continued service.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider MARAGANORE JOHN

Role Director

Type	Security	Shares	Price	Value
holding	Series Seed convertible preferred stock ^F1	--	--	--
holding	Series A convertible preferred stock ^F1	--	--	--
holding	Stock Option (Right to Buy) ^F2	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Series Seed convertible preferred stock — 549,150 contracts (Direct); Series A convertible preferred stock — 61,609 contracts (Direct); Stock Option (Right to Buy) — 135,611 contracts (Direct); Common Stock — 859,933 shares (Direct); Common Stock — 318,507 shares (Indirect, By John M. Maraganore 2021 Irrevocable Trust); Common Stock — 318,507 shares (Indirect, By Christine Maraganore 2021 Irrevocable Trust)

Footnotes (2)

F1. Each share of Series Seed convertible preferred stock and Series A convertible preferred stock (collectively, the "Preferred Stock") is convertible into Common Stock on a one-to-1.0983 basis at the option of the holder, and will convert automatically upon the closing of the Issuer's initial public offering into the number of shares shown in column 3 without payment of consideration. The Preferred Stock has no expiration date.
F2. The shares underlying this option vest in 48 equal monthly installments following June 3, 2026, subject to the Reporting Person's continued service on each such vesting date.

Key Figures

Direct common shares: 859,933 shares Indirect common shares: 318,507 shares per trust Series Seed convertible preferred stock underlying shares: 549,150 common shares +4 more

7 metrics

Direct common shares 859,933 shares Reported as of October 15, 2026

Indirect common shares 318,507 shares per trust Held through each of two named irrevocable trusts as of October 15, 2026

Series Seed convertible preferred stock underlying shares 549,150 common shares Reported as of October 15, 2026

Series A convertible preferred stock underlying shares 61,609 common shares Reported as of October 15, 2026

Option underlying shares 135,611 common shares Reported as of October 15, 2026

Option exercise price $5.36 per share Option reported as of October 15, 2026

Option expiration date June 2, 2036 Option reported as of October 15, 2026

Key Terms

convertible preferred stock, one-to-1.0983 basis, initial public offering, 48 equal monthly installments

4 terms

convertible preferred stock financial

"Series Seed convertible preferred stock"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

one-to-1.0983 basis financial

"convertible into Common Stock on a one-to-1.0983 basis"

initial public offering financial

"upon the closing of the Issuer's initial public offering"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

48 equal monthly installments financial

"vest in 48 equal monthly installments"

FAQ

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

How many CTY shares did John Maraganore report?

John Maraganore reported 859,933 common shares directly and 318,507 shares through each of the John M. Maraganore 2021 Irrevocable Trust and Christine Maraganore 2021 Irrevocable Trust, as of October 15, 2026. Separately, he reported preferred stock convertible into 549,150 and 61,609 common shares and an option covering 135,611 common shares.

How does CTY preferred stock convert?

Each share of Series Seed and Series A convertible preferred stock converts into Common Stock on a one-to-1.0983 basis at the holder’s option. It converts automatically upon closing of the issuer’s initial public offering into the number of shares shown, without payment of consideration. The preferred stock has no expiration date.

When does John Maraganore’s CTY stock option vest?

The option covering 135,611 common shares vests in 48 equal monthly installments following June 3, 2026, subject to John Maraganore’s continued service on each vesting date. The option has a $5.36 exercise price and expires June 2, 2036.

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

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Available on EDGAR 10/17/2026 - 08:37 PM EDT Accepted by SEC EDGAR 10/15/2026 - 09:04 PM EDT

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

MARAGANORE JOHN

(Last)

(First)

(Middle)

399 BINNEY STREET

(Street)

CAMBRIDGE

MASSACHUSETTS

02142

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
10/15/2026

3. Issuer Name and Ticker or Trading Symbol
CITY THERAPEUTICS, INC. [ CTY ]

3a. Foreign Trading Symbol

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

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	859,933	D
Common Stock	318,507	I	By John M. Maraganore 2021 Irrevocable Trust
Common Stock	318,507	I	By Christine Maraganore 2021 Irrevocable Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series Seed convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	549,150	⁽¹⁾	D
Series A convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	61,609	⁽¹⁾	D
Stock Option (Right to Buy)	⁽²⁾	06/02/2036	Common Stock	135,611	$5.36	D

Explanation of Responses:

1. Each share of Series Seed convertible preferred stock and Series A convertible preferred stock (collectively, the "Preferred Stock") is convertible into Common Stock on a one-to-1.0983 basis at the option of the holder, and will convert automatically upon the closing of the Issuer's initial public offering into the number of shares shown in column 3 without payment of consideration. The Preferred Stock has no expiration date.

2. The shares underlying this option vest in 48 equal monthly installments following June 3, 2026, subject to the Reporting Person's continued service on each such vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Mary Beth DeLena, Attorney-in-Fact	10/15/2026
	** 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 5 (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 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR