Elicio (NASDAQ: ELTX) grants CSO 20,800 RSUs, 41,600 options

Rhea-AI Filing Summary

Elicio Therapeutics granted equity awards to its Chief Scientific Officer, Peter DeMuth. He received 20,800 restricted stock units at a price of $0 and now beneficially owns 21,543 common shares directly. The RSUs vest 25% on February 2, 2027, then annually over three more years, conditioned on continued service.

DeMuth also received a stock option for 41,600 shares of common stock with an exercise price of $8.10 per share. The option vests 25% on February 2, 2027, with the remaining portion vesting monthly over three years, also subject to his continued service.

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

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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^*

DeMuth Peter

(Last) (First) (Middle)

C/O ELICIO THERAPEUTICS, INC.

451 D STREET, 5TH FLOOR, SUITE 501

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Elicio Therapeutics, Inc. [ ELTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/02/2026		A		20,800(1)	A	$0(1)	21,543	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
Stock Option (Right to Buy)	$8.1	02/02/2026		A		41,600		(2)	02/02/2036	Common Stock	41,600	$0	41,600	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") that will vest as to 25% of the RSUs on February 2, 2027, the first anniversary of the grant date, with the remaining RSUs vesting in annual installments over a three-year period thereafter, subject to the Reporting Person's continued service to the Issuer through the applicable vesting dates. Each RSU represents the right to receive one share of common stock, par value $0.01 per share, of the Issuer.

2. The stock option vests and becomes exercisable as to 25% of the options on February 2, 2027, the first anniversary of the grant date, with the remaining options vesting in monthly installments over a three-year period thereafter, subject to the Reporting Person's continued service to the Issuer through the applicable vesting dates.

Remarks:

	/s/ Peter DeMuth	02/03/2026
	** 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.

FAQ

What equity awards did Elicio Therapeutics (ELTX) grant to its Chief Scientific Officer?

Elicio Therapeutics granted Chief Scientific Officer Peter DeMuth 20,800 restricted stock units and a stock option for 41,600 shares. The RSUs are priced at $0, and the option has a $8.10 exercise price, providing long-term, performance-linked compensation tied to continued service.

How do the 20,800 RSUs for Elicio Therapeutics (ELTX) Chief Scientific Officer vest?

The 20,800 RSUs vest 25% on February 2, 2027, the first anniversary of the grant date. The remaining RSUs vest in annual installments over the following three years, and each RSU converts into one share of common stock if the service requirement is met.

What are the terms of the 41,600 stock options granted by Elicio Therapeutics (ELTX)?

The 41,600 stock options have an exercise price of $8.10 per share and expire on February 2, 2036. They vest 25% on February 2, 2027, with the remaining options vesting in monthly installments over three years, subject to continued service.

How many Elicio Therapeutics (ELTX) common shares does the Chief Scientific Officer own after this Form 4?

After the reported transactions, Chief Scientific Officer Peter DeMuth beneficially owns 21,543 shares of Elicio Therapeutics common stock directly. This total reflects the acquisition of 20,800 RSUs reported at a transaction price of $0 and his prior holdings combined.

What role does the reporting person hold at Elicio Therapeutics (ELTX)?

The reporting person, Peter DeMuth, serves as Chief Scientific Officer of Elicio Therapeutics. The equity awards reported—20,800 RSUs and 41,600 stock options—are tied to his role, with vesting and exercisability conditioned on his continued service to the company.

When do the new Elicio Therapeutics (ELTX) equity awards start vesting?

Both the RSUs and the stock options begin vesting on February 2, 2027, one year after the grant date. RSUs vest annually over the next three years, while the remaining options vest in monthly installments across the same three-year period, contingent on continued service.