Definium Therapeutics (DFTX) grants CMO 100,000 performance shares

Rhea-AI Filing Summary

Definium Therapeutics, Inc. reported that Chief Medical Officer Karlin Daniel received an award of 100,000 common shares at a price of $0.00 per share, classified as a grant or award acquisition. Following this transaction, he directly holds 513,317 common shares.

According to the footnote, these common shares represent the first tranche of performance share units granted effective March 12, 2025. They remain subject to vesting based on Daniel’s continued employment through March 12, 2028 and the achievement of specified clinical and regulatory milestones under the Performance Share Unit Award Agreement.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Karlin Daniel

Role Chief Medical Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	100,000	$0.00	--

Holdings After Transaction: Common Shares — 513,317 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 100,000 shares Grant price per share: $0.00 per share Total shares after grant: 513,317 shares +2 more

5 metrics

Shares granted 100,000 shares Common shares from performance share units

Grant price per share $0.00 per share Award acquisition, non-open-market

Total shares after grant 513,317 shares Direct holdings following transaction

Grant effective date March 12, 2025 Performance share units original grant date

Vesting end date March 12, 2028 Continued employment vesting condition

Key Terms

performance share units, contingent right, clinical and regulatory milestones, Performance Share Unit Award Agreement

4 terms

performance share units financial

"The common shares represent the first tranche of performance share units granted effective March 12, 2025"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

contingent right financial

"Each performance share unit represented a contingent right to receive one common share"

clinical and regulatory milestones financial

"subject to, the achievement of certain clinical and regulatory milestones set forth in the Performance Share Unit Award Agreement"

Clinical and regulatory milestones are the key steps a medical product must clear as it is tested on patients and reviewed by government health authorities, such as completing major clinical trials, filing safety and effectiveness data, or receiving marketing approval. Investors watch these checkpoints like milestones on a roadmap because each one sharply changes the odds that a product will reach patients and generate revenue, much like a car passing inspection before it can be sold.

Performance Share Unit Award Agreement financial

"milestones set forth in the Performance Share Unit Award Agreement"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/22/2026 - 09:45 AM Accepted by SEC EDGAR 06/22/2026 - 09:45 AM 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^*

Karlin Daniel

(Last) (First) (Middle)

C/O DEFINIUM THERAPEUTICS, INC.

ONE WORLD TRADE CENTER, SUITE 8500

(Street)

NEW YORK NEW YORK 10007

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Definium Therapeutics, Inc. [ DFTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026

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 Shares	06/22/2026		A		100,000(1)	A	$0.00	513,317	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. The common shares represent the first tranche of performance share units granted effective March 12, 2025, and remain subject to vesting based on the Reporting Person's continued employment through March 12, 2028. Each performance share unit represented a contingent right to receive one common share based on, and subject to, the achievement of certain clinical and regulatory milestones set forth in the Performance Share Unit Award Agreement.

	/s/Mark Sullivan, Attorney-in-Fact for Dan Karlin	06/22/2026
	** 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)

FAQ

What did Definium Therapeutics (DFTX) disclose in this Form 4 for Karlin Daniel?

Definium Therapeutics disclosed that Chief Medical Officer Karlin Daniel received a grant of 100,000 common shares at $0.00 per share, increasing his direct holdings to 513,317 shares as part of a performance share unit award.

How many Definium Therapeutics (DFTX) shares did the CMO receive in this grant?

Chief Medical Officer Karlin Daniel was granted 100,000 common shares. These shares stem from performance share units and were issued at $0.00 per share, forming the first tranche of an award tied to employment and milestone conditions.

What conditions apply to the 100,000 Definium Therapeutics (DFTX) shares granted to the CMO?

The 100,000 shares remain subject to vesting conditions. Vesting requires Karlin Daniel’s continued employment through March 12, 2028 and achievement of specified clinical and regulatory milestones detailed in the Performance Share Unit Award Agreement.

What are Karlin Daniel’s total Definium Therapeutics (DFTX) holdings after this Form 4 transaction?

After the grant, Karlin Daniel directly holds 513,317 common shares of Definium Therapeutics. This total reflects the addition of 100,000 common shares delivered from the first tranche of his performance share unit award.

Is the Definium Therapeutics (DFTX) Form 4 transaction an open-market purchase or compensation grant?

The transaction is a compensation-related grant, not an open-market purchase. It is coded as a grant or award acquisition, delivering 100,000 common shares from performance share units at $0.00 per share under an existing award agreement.