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Decoy Therapeutics grants CEO 33,455 shares

Decoy Therapeutics’ CEO received a multi-year restricted stock grant, with post-grant holdings restated for a March 2026 reverse split.

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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

Decoy Therapeutics Inc. (DCOY) reported that Chief Executive Officer Frederick Pierce II received a grant of 33,455 shares of restricted common stock on August 31, 2026 under the company’s 2026 Equity Incentive Plan. 25% of this restricted stock vested immediately, with the balance vesting in approximately equal monthly installments over the next 36 months. Following the grant, he beneficially owned 34,844 shares of common stock, a figure adjusted to reflect a reverse stock split effective on March 6, 2026.

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Insider PIERCE FREDERICK II
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Common Stock F1, F2 33,455 $0.00 $0.00
Holdings After Transaction: Common Stock — 34,844 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 split effective on March 6, 2026.
Restricted stock granted 33,455 shares Grant to CEO on August 31, 2026 under 2026 Equity Incentive Plan
Immediate vesting portion 25% of granted shares Portion of restricted stock that vested immediately on grant date
Remaining vesting period 36 months Remaining restricted stock vests in approximately equal monthly increments
Shares beneficially owned after grant 34,844 shares CEO’s beneficial ownership after the transaction, adjusted for March 6, 2026 reverse split
Per-share transaction price $0.00 per share Reported price for the restricted stock grant to the CEO
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
"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.
reverse stock split financial
"adjusted to reflect the reverse stock split effective on March 6, 2026"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

What insider transaction did DCOY report for its CEO on August 31, 2026?
Decoy Therapeutics reported that its Chief Executive Officer, Frederick Pierce II, received a grant of 33,455 shares of restricted common stock on August 31, 2026 under the company’s 2026 Equity Incentive Plan.

How does the restricted stock granted to DCOY’s CEO vest?
The CEO’s restricted stock grant vests with 25% of the shares vesting immediately, and the remaining shares vesting in approximately equal monthly increments over the next 36 months, subject to the terms of the 2026 Equity Incentive Plan.

What are the CEO’s DCOY share holdings after this Form 4 transaction?
After the reported grant, Frederick Pierce II beneficially owned 34,844 shares of Decoy Therapeutics common stock. This post-transaction amount has been adjusted to reflect a reverse stock split effective on March 6, 2026.

Did the DCOY CEO pay a purchase price for the restricted stock grant?
The filing reports a per-share transaction price of $0.00 for the 33,455 restricted shares, indicating this was a compensation-related grant under the 2026 Equity Incentive Plan rather than an open-market purchase.

Was the DCOY CEO’s restricted stock grant made under a Rule 10b5-1 trading plan?
No. The Form 4 indicates the Rule 10b5-1 plan checkbox was not marked, and the footnotes do not state that the transaction was made pursuant to a Rule 10b5-1 or other pre-arranged trading plan.

What is the plan referenced in the DCOY CEO’s restricted stock award?
The grant is described as restricted stock granted under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan, which is the company’s equity compensation plan used to award stock-based incentives to eligible participants.

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

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SEC Form 4
FORM 4UNITED 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*
PIERCE FREDERICK II
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/31/2026A(1)33,455A$034,844(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 split effective on March 6, 2026.
/s/Mark Rosenblum, as Attorney -in-Fact09/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR