Decoy Therapeutics grants director 2,000 shares

Director Tess Burleson received a 2,000-share restricted stock grant in DCOY that fully vests in August 2027.

Rhea-AI Filing Summary

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

Decoy Therapeutics Inc. (DCOY) reported that director Tess Burleson received a grant of 2,000 shares of common stock as restricted stock on August 31, 2026 under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan. The grant vests 100 percent on August 30, 2027, and Burleson now beneficially owns 2,002 shares directly, with the post-transaction amount adjusted for reverse stock splits effective on August 15, 2025 and March 6, 2026. No Rule 10b5-1 trading plan is reported for this award.

Insider Trade Summary

Grant/Award: 2,000 shares

Grant/Award 1 txn

Insider Burleson Tess

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	2,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 2,002 shares (Direct)

Footnotes (2)

1. F1. Restricted stock granted under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan, 100 percent will vest on August 30, 2027.
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 grant: 2,000 shares Vesting date: August 30, 2027 Post-transaction holdings: 2,002 shares +2 more

5 metrics

Restricted stock grant 2,000 shares Awarded to director Tess Burleson on August 31, 2026 under the 2026 Equity Incentive Plan

Vesting date August 30, 2027 Date when 100 percent of the 2,000-share restricted stock award vests

Post-transaction holdings 2,002 shares Total Decoy Therapeutics common shares beneficially owned directly by Tess Burleson after the grant

Grant price per share $0.00 per share Restricted stock grant made at no cash cost to the director

Reverse stock split adjustments 2 effective dates Post-transaction holdings adjusted for reverse stock splits effective August 15, 2025 and March 6, 2026

Key Terms

Restricted stock, Equity Incentive Plan, reverse stock splits

3 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.

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 insider transaction did Decoy Therapeutics (DCOY) report for Tess Burleson?

Decoy Therapeutics reported that director Tess Burleson received a grant of 2,000 restricted shares of common stock on August 31, 2026 under the 2026 Equity Incentive Plan.

When do Tess Burleson’s new DCOY restricted shares vest?

The filing states that the restricted stock will vest 100 percent on August 30, 2027, meaning the entire 2,000-share grant becomes fully vested on that date.

How many Decoy Therapeutics (DCOY) shares does Tess Burleson own after this grant?

After the reported grant, Tess Burleson beneficially owns 2,002 shares of Decoy Therapeutics common stock directly, according to the post-transaction holdings figure.

Was Tess Burleson’s DCOY stock grant made under a Rule 10b5-1 trading plan?

No. The document-level Rule 10b5-1 checkbox is not checked, and there is no footnote indicating that this award was made pursuant to a Rule 10b5-1 trading plan.

What plan governs Tess Burleson’s new DCOY restricted stock award?

The restricted stock grant was made under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan, as specified in the footnote describing the nature of the award.

How were Decoy Therapeutics (DCOY) share amounts adjusted in this Form 4?

A footnote explains that shares beneficially owned following the transaction were adjusted to reflect reverse stock splits 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 - 05:41 PM Accepted by SEC EDGAR 09/02/2026 - 05:41 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^*

Burleson Tess

(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)

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

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)		2,000	A	$0	2,002(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, 100 percent will vest on August 30, 2027.

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)