Definium Therapeutics (DFTX) grants CMO Daniel Karlin 100,000 performance-based shares

Rhea-AI Filing Summary

Karlin Daniel reported acquisition or exercise transactions in this Form 4 filing.

Definium Therapeutics, Inc. reported that Chief Medical Officer Daniel Karlin received a grant of 100,000 Common Shares at a price of $0.00 per share. These shares represent the second tranche of performance share units originally granted effective March 12, 2025, and remain subject to vesting based on continued employment through March 12, 2028 and the achievement of specified clinical and regulatory milestones under the Performance Share Unit Award Agreement. Following this award, Karlin directly holds 603,282 Common Shares.

Insider Trade Summary

Net Buyer: 100,000 shares

Net Buy 1 txn

Insider Karlin Daniel

Role Chief Medical Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Shares F1	100,000	$0.00	$0.00

Holdings After Transaction: Common Shares — 603,282 shares (Direct)

Footnotes (1)

1. F1. The common shares represent the second 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.

Key Figures

Shares granted: 100,000 Common Shares Grant price: $0.00 per share Total holdings after transaction: 603,282 Common Shares +2 more

5 metrics

Shares granted 100,000 Common Shares Grant/award acquisition reported for Chief Medical Officer Daniel Karlin

Grant price $0.00 per share Reported transaction price per share for the 100,000-share award

Total holdings after transaction 603,282 Common Shares Direct ownership by Daniel Karlin following the award

Original PSU grant date March 12, 2025 Effective date of performance share unit award underlying the reported shares

Vesting employment date March 12, 2028 Continued employment required through this date for vesting

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 second 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 medical

"based on, and subject to, the achievement of certain clinical and regulatory milestones"

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

"set forth in the Performance Share Unit Award Agreement"

FAQ

What insider transaction did Definium Therapeutics (DFTX) report for Daniel Karlin?

Definium Therapeutics reported that Chief Medical Officer Daniel Karlin received a grant of 100,000 Common Shares as part of performance share units, awarded at $0.00 per share and subject to vesting conditions and milestone achievements.

How many Definium Therapeutics (DFTX) shares does Daniel Karlin hold after this Form 4?

After the reported grant, Chief Medical Officer Daniel Karlin directly holds 603,282 Common Shares of Definium Therapeutics. This total reflects the addition of 100,000 shares from the second tranche of his performance share unit award.

What are the vesting conditions on Daniel Karlin’s new DFTX share grant?

The 100,000 Common Shares are tied to performance share units that remain subject to vesting based on continued employment through March 12, 2028 and the achievement of specified clinical and regulatory milestones under the Performance Share Unit Award Agreement.

When was the performance share unit award for Daniel Karlin at DFTX originally granted?

The performance share units underlying the 100,000 Common Shares were originally granted effective March 12, 2025. The reported shares represent the second tranche of that award and continue to be subject to vesting and milestone conditions.

Did Definium Therapeutics (DFTX) report a purchase or a grant for Daniel Karlin in this Form 4?

The transaction is reported as a grant/award acquisition, not a market purchase. 100,000 Common Shares were acquired at $0.00 per share as part of performance share units, subject to vesting through March 12, 2028 and milestone achievement.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/12/2026 - 08:30 AM Accepted by SEC EDGAR 08/12/2026 - 08:30 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)
08/12/2026

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	08/12/2026		A		100,000(1)	A	$0.00	603,282	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 second 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	08/12/2026
	** 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)