City Therapeutics: Maraganore converts preferred stock

A separate 22,649-option award has service-based vesting tied to October 15, 2027 or the next annual meeting.

Rhea-AI Filing Summary

City Therapeutics, Inc. (CTY) director John Maraganore reported that 500,000 Series Seed and 56,095 Series A convertible preferred shares automatically converted at the October 19, 2026 closing of the issuer’s initial public offering, without consideration. The conversions produced 610,759 common shares at a rate of 1.0983 common shares per preferred share, and his direct common holdings afterward were 1,470,692. On October 15, 2026, he received 22,649 stock options with an $18 per-share exercise price; they vest in full on the earlier of October 15, 2027 or the next annual meeting, subject to continued service.

Insider Trade Summary

556,095 shares exercised/converted

Exercise 6 txns

Insider MARAGANORE JOHN

Role Director

Type	Security	Shares	Price	Value
Conversion	Series Seed convertible preferred stock F1	500,000	$0.00	$0.00
Conversion	Series A convertible preferred stock F1	56,095	$0.00	$0.00
Conversion	Common Stock F1	610,759	--	--
Grant/Award	Stock Option (Right to Buy) F2	22,649	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 22,649 contracts (Direct); Series Seed convertible preferred stock — 0 contracts (Direct); Series A convertible preferred stock — 0 contracts (Direct); Common Stock — 1,470,692 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)

1. F1. Each share of Series Seed convertible preferred stock and Series A convertible preferred stock (collectively, the "Preferred Stock") was convertible into Common Stock of the Issuer on a one-to-1.0983 basis at the option of the holder, and automatically converted into Common Stock upon the closing of the Issuer's initial public offering on October 19, 2026 without payment of consideration. The Preferred Stock had no expiration date.
2. F2. The shares underlying this option vest in full upon the earlier of (i) October 15, 2027 or (ii) the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continued service on such vesting date.

Key Figures

Series Seed preferred shares converted: 500,000 shares Common shares underlying Series Seed conversion: 549,150 shares Series A preferred shares converted: 56,095 shares +5 more

8 metrics

Series Seed preferred shares converted 500,000 shares Automatic conversion on October 19, 2026

Common shares underlying Series Seed conversion 549,150 shares Conversion on October 19, 2026

Series A preferred shares converted 56,095 shares Automatic conversion on October 19, 2026

Common shares underlying Series A conversion 61,609 shares Conversion on October 19, 2026

Common shares acquired in conversion 610,759 shares October 19, 2026

Direct common holdings following transaction 1,470,692 shares Following the October 19, 2026 transaction

Stock option award 22,649 options Granted October 15, 2026

Option exercise price $18 per share Option award granted October 15, 2026

Key Terms

convertible preferred stock, initial public offering, vest in full

3 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.

initial public offering financial

"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.

vest in full financial

"shares underlying this option vest in full"

FAQ

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

How many CTY shares did John Maraganore receive in the preferred-stock conversion?

On October 19, 2026, 610,759 common shares resulted from the automatic conversion of 500,000 Series Seed and 56,095 Series A preferred shares at the closing of City Therapeutics’ initial public offering, without consideration. Maraganore’s reported direct common holdings following the transaction were 1,470,692 shares.

What are the terms of John Maraganore’s CTY option award?

Maraganore received 22,649 stock options on October 15, 2026, with an $18 per-share exercise price. The options vest in full on the earlier of October 15, 2027 or the date of the next annual meeting of stockholders, subject to his continued service on the vesting date.

How many CTY shares are listed in the Maraganore trusts?

The reported holdings list 318,507 common shares held by the John M. Maraganore 2021 Irrevocable Trust and 318,507 common shares held by the Christine Maraganore 2021 Irrevocable Trust, as of October 15, 2026.

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

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Available on EDGAR 10/19/2026 - 05:37 PM EDT Accepted by SEC EDGAR 10/19/2026 - 05:36 PM EDT 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^*

MARAGANORE JOHN

(Last) (First) (Middle)

399 BINNEY STREET

(Street)

CAMBRIDGE MASSACHUSETTS 02142

(City) (State) (Zip)

UNITED STATES

(Country)

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

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)
10/15/2026

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
Common Stock	10/19/2026		C		610,759	A	(1)	1,470,692	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 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)	$18	10/15/2026		A		22,649		(2)	10/14/2036	Common Stock	22,649	$0	22,649	D
Series Seed convertible preferred stock	(1)	10/19/2026		C			500,000	(1)	(1)	Common Stock	549,150	$0	0	D
Series A convertible preferred stock	(1)	10/19/2026		C			56,095	(1)	(1)	Common Stock	61,609	$0	0	D

Explanation of Responses:

1. Each share of Series Seed convertible preferred stock and Series A convertible preferred stock (collectively, the "Preferred Stock") was convertible into Common Stock of the Issuer on a one-to-1.0983 basis at the option of the holder, and automatically converted into Common Stock upon the closing of the Issuer's initial public offering on October 19, 2026 without payment of consideration. The Preferred Stock had no expiration date.

2. The shares underlying this option vest in full upon the earlier of (i) October 15, 2027 or (ii) the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continued service on such vesting date.

	/s/ Mary Beth DeLena, as Attorney-in-Fact	10/19/2026
	** 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)