Equillium (NASDAQ: EQ) officer sale and 450,000-option grant disclosed

Rhea-AI Filing Summary

Equillium, Inc. Principal Accounting Officer Tom Penny reported one stock sale and a new stock option grant. Penny sold 6,533 shares of common stock on January 8, 2026 at $1.29 per share, leaving him with no shares of common stock held directly after the sale. The filing notes these sales were made under a Rule 10b5-1 trading plan adopted on October 10, 2025, meaning they were pre‑scheduled rather than discretionary.

On January 7, 2026, Penny was granted an employee stock option to purchase 450,000 shares of Equillium common stock at an exercise price of $1.31 per share. The option vests over four years, with 25% vesting on the first anniversary of the vesting commencement date and the remaining shares vesting in 36 equal monthly installments over the following three years. After this grant, he holds 450,000 stock options directly.

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).

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^*

Tom Penny

(Last) (First) (Middle)

2223 AVENIDA DE LA PLAYA, SUITE 105

(Street)

LA JOLLA CA 92037

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Equillium, Inc. [ EQ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

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	01/08/2026		S(1)		6,533	D	$1.29	0	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
Employee Stock Option (right to buy)	$1.31	01/07/2026		A		450,000		(2)	01/06/2036	Common Stock	450,000	$0	450,000	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 10, 2025.

2. Twenty-five percent of the shares subject to the option vests on the first anniversary of the vesting commencement date, and the remainder vests in 36 equal monthly installments thereafter for the following three years.

	/s/ Penny Tom	01/09/2026
	** 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 insider transactions did Equillium (EQ) report in this Form 4?

The filing reports that Tom Penny, Equillium's Principal Accounting Officer, sold 6,533 shares of common stock at $1.29 per share and received an employee stock option for 450,000 shares with a $1.31 exercise price.

Who is the reporting person in Equillium (EQ)'s latest Form 4?

The reporting person is Tom Penny, who serves as Principal Accounting Officer of Equillium, Inc. He is identified as an officer and not as a director or 10% owner.

How many Equillium (EQ) shares did the officer sell and at what price?

Tom Penny sold 6,533 shares of Equillium common stock on January 8, 2026 at a price of $1.29 per share, resulting in 0 shares of common stock held directly after the sale.

Was the Equillium (EQ) insider sale made under a Rule 10b5-1 plan?

Yes. A footnote states that the sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Tom Penny on October 10, 2025, indicating the trades were pre‑arranged.

What are the terms of the 450,000-share stock option granted by Equillium (EQ)?

The filing shows an employee stock option for 450,000 shares of common stock with a $1.31 exercise price, granted on January 7, 2026. 25% of the shares vest on the first anniversary of the vesting commencement date, and the remaining shares vest in 36 equal monthly installments over the next three years, with an expiration date of January 6, 2036.

How many Equillium (EQ) stock options does the officer hold after these transactions?

After the reported transactions, Tom Penny beneficially owns 450,000 employee stock options directly, each exercisable for one share of Equillium common stock, and holds no shares of common stock directly.