Decoy Therapeutics grants CFO 9,682 restricted shares

Decoy Therapeutics’ CFO received a time-vested restricted stock grant, increasing his adjusted beneficial ownership to 11,363 shares.

Rhea-AI Filing Summary

Decoy Therapeutics Inc. (symbol: DCOY) is the issuer of record for a Form 4 filing submitted to the SEC. Rosenblum Mark J reported acquisition or exercise transactions in this Form 4 filing.

Decoy Therapeutics Inc. (DCOY) reported that Chief Financial Officer Mark J. Rosenblum received a grant of 9,682 shares of restricted common stock on August 31, 2026 under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan. Twenty-five percent vested immediately and the rest will vest in approximately equal monthly increments over the next 36 months. Following this award, he beneficially owns 11,363 shares, with the share count adjusted for reverse stock splits effective on August 15, 2025 and March 6, 2026. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Grant/Award: 9,682 shares

Grant/Award 1 txn

Insider Rosenblum Mark J

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	9,682	$0.00	$0.00

Holdings After Transaction: Common Stock — 11,363 shares (Direct)

Footnotes (2)

1. F1. Restricted stock granted under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan. 25 percent of the restricted stock vested immediately, and the remainder will vest in approximately equal monthly increments over the next 36 months.
2. F2. Shares beneficially owned following the transaction have been adjusted to reflect the reverse stock splits effective on August 15, 2025 and March 6, 2026.

Key Figures

Restricted stock granted: 9,682 shares Shares beneficially owned after transaction: 11,363 shares Immediate vesting portion: 25% of granted restricted stock +2 more

5 metrics

Restricted stock granted 9,682 shares Compensation-related grant to CFO on August 31, 2026 under the 2026 Equity Incentive Plan

Shares beneficially owned after transaction 11,363 shares CFO’s adjusted beneficial ownership following the August 31, 2026 grant

Immediate vesting portion 25% of granted restricted stock Portion of the 9,682-share restricted stock award that vested on the grant date

Remaining vesting period 36 months Period over which the remainder of the restricted stock will vest in approximately equal monthly increments

Reverse stock split adjustment dates August 15, 2025 and March 6, 2026 Dates of reverse stock splits used to adjust post-transaction beneficial ownership

Key Terms

Restricted stock, Equity Incentive Plan, beneficially owned, reverse stock splits

4 terms

Restricted stock financial

"Restricted stock granted under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Equity Incentive Plan financial

"Restricted stock granted under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan."

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

beneficially owned financial

"Shares beneficially owned following the transaction have been adjusted"

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.

reverse stock splits financial

"adjusted to reflect the reverse stock splits effective on August 15, 2025 and March 6, 2026."

A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.

FAQ

What transaction did DCOY’s CFO report on this Form 4?

The Chief Financial Officer of Decoy Therapeutics Inc. (DCOY), Mark J. Rosenblum, reported a grant of 9,682 shares of restricted common stock on August 31, 2026 as a compensation-related award under the company’s 2026 Equity Incentive Plan.

How does this restricted stock grant for DCOY’s CFO vest?

The restricted stock grant for DCOY’s CFO vests as follows: 25% vested immediately on the grant date, and the remainder will vest in approximately equal monthly increments over the next 36 months, subject to the terms of the 2026 Equity Incentive Plan.

How many DCOY shares does the CFO own after this Form 4 transaction?

After the reported grant, DCOY’s CFO beneficially owns 11,363 shares of common stock. The filing states that this post-transaction share amount has been adjusted to reflect reverse stock splits effective on August 15, 2025 and March 6, 2026.

Was the DCOY CFO’s Form 4 transaction under a Rule 10b5-1 plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not marked, meaning the reported restricted stock grant was not affirmed as being made pursuant to a Rule 10b5-1 trading plan.

What equity plan is involved in the DCOY CFO’s restricted stock grant?

The restricted stock award reported by DCOY’s CFO was granted under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan, as stated in the footnotes describing the nature of the restricted stock grant and its vesting schedule.

How have reverse stock splits affected the DCOY CFO’s reported share ownership?

The filing notes that the CFO’s shares beneficially owned after the transaction have been adjusted to account for reverse stock splits that became effective on August 15, 2025 and March 6, 2026.

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

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Available on EDGAR 09/02/2026 - 05:49 PM Accepted by SEC EDGAR 09/02/2026 - 05:48 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^*

Rosenblum Mark J

(Last) (First) (Middle)

2450 HOLCOMBE BLVD STE X

(Street)

HOUSTON TEXAS 77021

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Decoy Therapeutics Inc. [ DCOY ]

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2026

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	08/31/2026		A(1)		9,682	A	$0	11,363(2)	D

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

Explanation of Responses:

1. Restricted stock granted under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan. 25 percent of the restricted stock vested immediately, and the remainder will vest in approximately equal monthly increments over the next 36 months.

2. Shares beneficially owned following the transaction have been adjusted to reflect the reverse stock splits effective on August 15, 2025 and March 6, 2026.

	/s/Mark Rosenblum, as Attorney -in-Fact	09/02/2026
	** 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)