[Form 4] enGene Holdings Inc. Warrants Insider Trading Activity

Rhea-AI Filing Summary

enGene Holdings Inc. (ENGN) – Form 4 filing dated 10 July 2025

The filing discloses a routine equity compensation grant to new director Michael Thomas Heffernan. On 08 July 2025 the company issued a stock option to purchase 45,000 common shares at an exercise price of $3.83 per share. The option expires on 08 July 2035 and vests in three equal annual tranches (one-third on each of the first, second and third anniversaries of Mr. Heffernan’s board appointment on 08 July 2025). After the grant, Mr. Heffernan beneficially owns 45,000 derivative securities, held directly. No common shares were bought or sold, and no cash changed hands at this stage; the transaction represents potential future dilution only if the options are exercised.

• Form type: Form 4 (Section 16 insider transaction)
• Reporting person’s role: Director (not an officer or 10% owner)
• Nature of transaction: Initial option grant – Code “A” (acquisition)
• Potential value: Intrinsic value depends on future share price exceeding $3.83

The grant aligns director incentives with shareholder performance but is immaterial to the company’s overall share count and financials.

Insights

Financial Analyst

TL;DR – Routine director option grant; negligible financial impact.

This Form 4 records a standard onboarding equity award rather than market trading. A 45 k-share option pool at $3.83 strike equates to roughly $172 k notional (intrinsic value currently zero) and represents a small fraction of typical biotech float, so dilution risk is minimal. Vesting over three years strengthens retention and aligns the new director’s incentives with long-term shareholder returns. Because no cash transaction or performance condition is involved, the filing has neutral valuation impact and does not alter near-term forecasts. Investors should monitor subsequent exercises or additional insider activity for any sentiment signal.

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^*

Astley-Sparke Philip

(Last) (First) (Middle)

C/O 4868 RUE LEVY, SUITE 220

(Street)

SAINT-LAURENT A8 H4R 2P1

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
enGene Holdings Inc. [ ENGN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2025

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

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)	$3.83	07/08/2025		A		45,000		(1)	07/08/2035	Common Shares	45,000	$0	45,000	D

Explanation of Responses:

1. This option vests at 1/3 on each of the first, second and third anniversaries of Mr. Astley-Sparke's date of appointment to the Board, which was July 8, 2025.

	/s/ Lee Giguere, as attorney-in-fact for the Reporting Person	07/10/2025
	** 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

How many options did director Michael Heffernan receive from ENGN?

He was granted 45,000 stock options to purchase common shares.

What is the exercise price of the newly granted ENGN options?

The options have an exercise price of $3.83 per share.

When do the ENGN director options vest?

They vest in three equal annual tranches on the first, second and third anniversaries of 08 July 2025.

What is the expiration date of the ENGN stock options granted?

The options expire on 08 July 2035.

Did the Form 4 report any sale of ENGN shares?

No. The filing only reports an option grant; no common shares were bought or sold.