Definium Therapeutics (DFTX) CLO awarded 62,500 performance-based shares in PSU tranche

Rhea-AI Filing Summary

Definium Therapeutics, Inc. reported that Chief Legal Officer Mark Sullivan acquired 62,500 common shares on August 12, 2026, at a stated price of $0.00 per share, increasing his direct holdings to 383,071 shares. According to the award terms, these shares represent the second tranche of performance share units 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.

Insider Trade Summary

Net Buyer: 62,500 shares

Net Buy 1 txn

Insider Sullivan Mark

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Shares F1	62,500	$0.00	$0.00

Holdings After Transaction: Common Shares — 383,071 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 acquired: 62,500 common shares Price per share: $0.00 Post-transaction holdings: 383,071 common shares +2 more

5 metrics

Shares acquired 62,500 common shares Grant, award, or other acquisition on August 12, 2026

Price per share $0.00 Stated transaction price for 62,500 common shares

Post-transaction holdings 383,071 common shares Direct ownership by Mark Sullivan following the transaction

Vesting end date March 12, 2028 Continued employment required for PSU vesting

PSU grant effective date March 12, 2025 Original effective date of performance share unit grant

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"

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

"subject to, the achievement of certain clinical and regulatory milestones set forth"

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 Mark Sullivan?

Definium Therapeutics reported that Chief Legal Officer Mark Sullivan acquired 62,500 common shares on August 12, 2026. The shares arose from a performance share unit award and increased his direct holdings to 383,071 shares subject to vesting conditions.

How many Definium Therapeutics (DFTX) shares does Mark Sullivan hold after this Form 4?

After the reported transaction, Mark Sullivan directly holds 383,071 common shares of Definium Therapeutics. This includes the 62,500 shares tied to the second tranche of performance share units, which remain subject to vesting and performance conditions.

What type of equity award did Mark Sullivan receive from Definium Therapeutics (DFTX)?

Mark Sullivan’s award consists of performance share units (PSUs), each representing a contingent right to receive one common share. The 62,500 shares reported are tied to the second tranche of this PSU grant, subject to clinical and regulatory milestones.

What are the vesting conditions on Mark Sullivan’s Definium Therapeutics (DFTX) PSUs?

The PSUs tied to 62,500 common shares remain subject to vesting based on Sullivan’s continued employment through March 12, 2028. Vesting also depends on achieving specified clinical and regulatory milestones set out in the Performance Share Unit Award Agreement.

Was there a purchase price for Mark Sullivan’s new Definium Therapeutics (DFTX) shares?

The filing reports a transaction price of $0.00 per share for the 62,500 common shares. These shares stem from a performance share unit award rather than an open-market purchase and remain subject to vesting and milestone-based conditions.

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^*

Sullivan Mark

(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 Legal 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		62,500(1)	A	$0.00	383,071	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	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)