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Definium Therapeutics Karlin sells 10,853 shares

The chief medical officer's tax-withholding sale was made under a Rule 10b5-1 plan adopted June 15, 2022.

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Form Type
4

Rhea-AI Filing Summary

Definium Therapeutics, Inc. Chief Medical Officer Daniel Karlin sold 10,853 Common Shares on September 25, 2026, at a weighted average price of $36.57 per share. The sale satisfied withholding tax obligations connected with settlement of vested restricted stock units under sell-to-cover elections pursuant to a Rule 10b5-1 plan adopted June 15, 2022. The reported prices ranged from $36.24 to $36.98, and Karlin directly held 792,846 shares after the sale.

Insider Karlin Daniel
Role Chief Medical Officer
Sold 10,853 shs ($397K)
Type Security Shares Price Value
Sale Common Shares F1, F2 10,853 $36.57 $397K
Holdings After Transaction: Common Shares — 792,846 shares (Direct)
Footnotes (2)
  1. F1. Represents the number of Common Shares sold to satisfy withholding tax obligations in connection with the settlement of vested restricted stock units, pursuant to sell-to-cover elections under a Rule 10b5-1 plan adopted on June 15, 2022.
  2. F2. The reported price is a weighted average sales price. These shares were sold in multiple transactions on September 25, 2026 at prices ranging from $36.24 to $36.98. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Common Shares sold 10,853 shares September 25, 2026
Weighted average sales price $36.57 per share September 25, 2026
Reported sales price range $36.24 to $36.98 per share Multiple transactions on September 25, 2026
Direct shares held after sale 792,846 shares After the September 25, 2026 transaction
Rule 10b5-1 plan regulatory
"pursuant to a Rule 10b5-1 plan adopted on June 15, 2022"
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
sell-to-cover elections financial
"under sell-to-cover elections"
restricted stock units financial
"settlement of vested restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
weighted average sales price financial
"reported price is a weighted average sales price"

FAQ

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How many DFTX shares did the chief medical officer sell, and at what price?

Daniel Karlin sold 10,853 Common Shares on September 25, 2026, at a weighted average price of $36.57 per share. The shares were sold in multiple transactions at prices ranging from $36.24 to $36.98 to satisfy withholding tax obligations connected with settlement of vested restricted stock units.

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).
X
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Medical Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/25/2026
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 Shares09/25/2026S(1)10,853D$36.57(2)792,846D
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. Represents the number of Common Shares sold to satisfy withholding tax obligations in connection with the settlement of vested restricted stock units, pursuant to sell-to-cover elections under a Rule 10b5-1 plan adopted on June 15, 2022.
2. The reported price is a weighted average sales price. These shares were sold in multiple transactions on September 25, 2026 at prices ranging from $36.24 to $36.98. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
/s/ Mark Sullivan, Attorney-in-Fact for Daniel Karlin09/29/2026
** 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)

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