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enGene Therapeutics (NASDAQ: ENGN) outlines insider RSUs and options

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Form Type
3

Rhea-AI Filing Summary

Kathleen P. Richton, SVP, Finance and Treasurer of enGene Therapeutics Inc., reports initial beneficial ownership of equity awards. Her holdings include 6,900 unvested RSUs granted January 30, 2026, vesting annually over four years from January 15, 2027, plus stock options for 45,000, 13,900 and 105,000 common shares at exercise prices of $7.39, $9.53 and $1.75, expiring between 2035 and 2036, all vesting over multi‑year schedules subject to continued service.

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Insider Richton Kathleen P.
Role SVP, Finance and Treasurer
Type Security Shares Price Value
holding Stock Option (Right to Buy) F2 -- -- --
holding Stock Option (Right to Buy) F3 -- -- --
holding Stock Option (Right to Buy) F4 -- -- --
holding Common Shares F1 -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 163,900 shares (Direct); Common Shares — 6,900 shares (Direct)
Footnotes (4)
  1. F1. Consists of 6,900 unvested restricted stock units (RSUs) granted to the Reporting Person on January 30, 2026 pursuant to the Issuer's Amended and Restated 2023 Incentive Equity Plan (the "Plan"), which are scheduled to vest annually in substantially equal amounts for four years, commencing January 15, 2027, subject to the Reporting Person's continued service. Each RSU represents a contingent right to receive one common share of the Issuer.
  2. F2. Non-qualified stock option grant awarded as an inducement award outside of the Plan in accordance with NASDAQ Listing Rule 5635(c)(4). This option vested at 25% on January 27, 2026, with the remaining portion to vest monthly in substantially equal amounts for the following 36 months, subject to the Reporting Person's continued service.
  3. F3. This option vests monthly in substantially equal amounts for 48 months, commencing January 30, 2026, subject to the Reporting Person's continued service.
  4. F4. This option vests monthly in substantially equal amounts for 48 months, commencing June 16, 2026, subject to the Reporting Person's continued service.
Unvested RSUs 6,900 units Granted January 30, 2026 under the Amended and Restated 2023 Incentive Equity Plan
Option underlying shares 45000.0000 shares Non-qualified inducement option at $7.39 exercise price expiring January 29, 2035
Option underlying shares 13900.0000 shares Stock option at $9.53 exercise price expiring January 30, 2036
Option underlying shares 105000.0000 shares Stock option at $1.75 exercise price expiring June 16, 2036
restricted stock units (RSUs) financial
"Consists of 6,900 unvested restricted stock units (RSUs) granted to the Reporting Person"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
Non-qualified stock option financial
"Non-qualified stock option grant awarded as an inducement award outside of the Plan"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
inducement award financial
"stock option grant awarded as an inducement award outside of the Plan"
An inducement award is a special cash or equity payment given to a new hire—often an executive or key employee—outside the company’s regular pay plans to persuade them to join. Think of it like a signing bonus that can align the new person’s goals with shareholders but also represents a cost and can reduce existing owners’ percentage of the company, so investors watch these awards for their impact on ownership and future performance.
NASDAQ Listing Rule 5635(c)(4) regulatory
"outside of the Plan in accordance with NASDAQ Listing Rule 5635(c)(4)"
NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.
Incentive Equity Plan financial
"granted ... pursuant to the Issuer's Amended and Restated 2023 Incentive Equity Plan"

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FAQ

What equity awards does enGene Therapeutics (ENGN) executive Kathleen P. Richton hold?

Kathleen P. Richton holds 6,900 unvested RSUs and several stock option grants in ENGN. The options cover 45,000, 13,900 and 105,000 common shares with exercise prices of $7.39, $9.53 and $1.75, all subject to multi‑year vesting and continued service.

How many RSUs were granted to Kathleen P. Richton at enGene Therapeutics (ENGN)?

Richton was granted 6,900 unvested restricted stock units (RSUs) in ENGN. These RSUs were granted on January 30, 2026 under the Amended and Restated 2023 Incentive Equity Plan and are scheduled to vest annually in substantially equal amounts over four years starting January 15, 2027.

What are the exercise prices and expirations of ENGN options held by Kathleen P. Richton?

Richton’s ENGN options have exercise prices of $7.39, $9.53 and $1.75 per share. The $7.39 option expires January 29, 2035, while the $9.53 and $1.75 options expire January 30, 2036 and June 16, 2036, respectively, subject to vesting schedules.

How do Kathleen P. Richton’s ENGN RSUs vest over time?

The 6,900 ENGN RSUs vest annually in four substantially equal installments. Vesting begins January 15, 2027 and continues once per year for four years, contingent on Richton’s continued service, with each RSU representing a contingent right to receive one common share.

Are any of Kathleen P. Richton’s ENGN stock options inducement awards outside the company plan?

Yes, the 45,000-share ENGN option at $7.39 is an inducement award outside the plan. It was granted in accordance with NASDAQ Listing Rule 5635(c)(4), vesting 25% on January 27, 2026, with the remaining portion vesting monthly over the following 36 months.

What are the vesting schedules for Kathleen P. Richton’s ENGN stock options?

The 45,000-share inducement option vested 25% on January 27, 2026, then monthly over 36 months. The 13,900-share option vests monthly over 48 months from January 30, 2026, and the 105,000-share option vests monthly over 48 months from June 16, 2026, all requiring continued service.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Richton Kathleen P.

(Last)(First)(Middle)
C/O 4868 RUE LEVY, SUITE 220

(Street)
SAINT-LAURENTH4R 2P1

(City)(State)(Zip)

QUEBEC, CANADA

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2026
3. Issuer Name and Ticker or Trading Symbol
enGene Therapeutics Inc. [ ENGN ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Finance and Treasurer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares6,900(1)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) (2)01/29/2035Common Shares45,000$7.39D
Stock Option (Right to Buy) (3)01/30/2036Common Shares13,900$9.53D
Stock Option (Right to Buy) (4)06/16/2036Common Shares105,000$1.75D
Explanation of Responses:
1. Consists of 6,900 unvested restricted stock units (RSUs) granted to the Reporting Person on January 30, 2026 pursuant to the Issuer's Amended and Restated 2023 Incentive Equity Plan (the "Plan"), which are scheduled to vest annually in substantially equal amounts for four years, commencing January 15, 2027, subject to the Reporting Person's continued service. Each RSU represents a contingent right to receive one common share of the Issuer.
2. Non-qualified stock option grant awarded as an inducement award outside of the Plan in accordance with NASDAQ Listing Rule 5635(c)(4). This option vested at 25% on January 27, 2026, with the remaining portion to vest monthly in substantially equal amounts for the following 36 months, subject to the Reporting Person's continued service.
3. This option vests monthly in substantially equal amounts for 48 months, commencing January 30, 2026, subject to the Reporting Person's continued service.
4. This option vests monthly in substantially equal amounts for 48 months, commencing June 16, 2026, subject to the Reporting Person's continued service.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Kathleen P. Richton07/22/2026
** 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 5 (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 3: SEC 1473 (03-26)