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[Form 4] Cyclerion Therapeutics, Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Cyclerion Therapeutics, Inc. (CYCN) reported that Chief Financial Officer Rhonda M. Chicko was granted an option to purchase 25,000 shares of common stock at an exercise price of $2.355 per share. The grant, reported with a transaction date of 08/07/2025, is under the 2019 Equity Incentive Plan. Of the 25,000 shares, 8,750 are immediately exercisable and 16,250 vest in monthly installments beginning August 31, 2025 and ending February 28, 2028, subject to continued service. The option expires August 6, 2035, and the reporting person is shown as the direct beneficial owner of the 25,000 option shares following the transaction.

Positive
  • None.
Negative
  • None.

Insights

TL;DR: CFO received a standard equity award: 25,000 options at $2.355 with a mix of immediate and time-based vesting.

The grant comprises 25,000 stock options under the company’s 2019 Equity Incentive Plan with an exercise price of $2.355 and an August 6, 2035 expiration. The award structure—8,750 immediately exercisable and 16,250 vesting monthly from 08/31/2025 to 02/28/2028—is consistent with service-contingent retention incentives. The filing shows direct beneficial ownership of the 25,000 options after the grant. From a compensation standpoint, this aligns the CFO’s interests with equity performance while preserving time-based retention mechanics.

TL;DR: Routine insider grant disclosed on Form 4; materiality for investors appears limited based on disclosed size and terms.

The Form 4 documents a typical officer equity grant rather than a change in control or extraordinary compensation event. Key terms are explicit: 25,000 options, $2.355 exercise price, partial immediate exercisability, monthly vesting schedule, and a 08/06/2035 expiration. The filing indicates the award is subject to continued service and was issued under the 2019 Equity Incentive Plan. Governance implications are standard disclosure and transparency rather than an extraordinary corporate action.

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*
CHICKO RHONDA M.

(Last) (First) (Middle)
C/O CYCLERION THERAPEUTICS, INC.
245 FIRST STREET, 18TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cyclerion Therapeutics, Inc. [ CYCN ]
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)
08/07/2025
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
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) $2.355 08/07/2025 A 25,000 (1) 08/06/2035 Common Stock 25,000 $0 25,000 D
Explanation of Responses:
1. The Reporting Person was granted an option to purchase up to 25,000 shares of the Corporation's common stock pursuant to the 2019 Equity Incentive Plan. These 25,000 shares vest as follows: (i) 8,750 shares are immediately exercisable, and (ii) the remaining 16,250 shares vest ratably in monthly installments commencing August 31, 2025 and ending on February 28, 2028, provided that the Reporting Person remains as a consultant or employee of Cyclerion Therapeutics, Inc. on such applicable vesting date, subject to certain exemptions.
/s/ Rhonda Chicko 08/11/2025
** 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.

FAQ

What did the Form 4 for Cyclerion (CYCN) disclose?

The Form 4 discloses that CFO Rhonda M. Chicko was granted an option to purchase 25,000 shares of common stock at an exercise price of $2.355 per share.

How much of the CYCN option grant is immediately exercisable?

8,750 of the 25,000 option shares are immediately exercisable; the remaining 16,250 vest monthly from 08/31/2025 through 02/28/2028, subject to continued service.

When does the CYCN option expire and under what plan was it granted?

The option expires on 08/06/2035 and was granted under the company’s 2019 Equity Incentive Plan.

What is the ownership form reported for the granted options?

The reporting person is shown as the direct (D) beneficial owner of the 25,000 option shares following the reported transaction.

What was the transaction date reported on the Form 4?

The transaction date reported for the grant is 08/07/2025.
Cyclerion Therapeutics Inc

NASDAQ:CYCN

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CYCN Stock Data

4.55M
2.29M
31.48%
11.43%
1.33%
Biotechnology
Pharmaceutical Preparations
Link
United States
CAMBRIDGE