Equillium officer exercises options, sells 65,000 shares

Equillium, Inc. Principal Accounting Officer Tom Penny exercised options and sold shares in a coordinated transaction.

Rhea-AI Filing Summary

Equillium, Inc. Principal Accounting Officer Tom Penny exercised options and sold shares in a coordinated transaction. He exercised an employee stock option to acquire 65,000 shares of Common Stock at $0.785 per share, then sold 65,000 shares in an open-market transaction at a weighted average price of $2.95 per share, with individual sale prices ranging from $2.95 to $2.99. The sales were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on October 10, 2025, indicating they were scheduled in advance. Following these transactions, Penny reported owning no shares of Common Stock and the corresponding option for 65,000 shares was fully exercised with no remaining balance.

Insider Trade Summary 10b5-1

Exercise and Sale: 65,000 shares ($141K approx. pre-tax spread)

Exercise and Sale 3 txns

Insider Tom Penny

Role Principal Accounting Officer

Sold 65,000 shs ($192K)

Approx. gross sale proceeds $192K

Approx. exercise cost $51K

Approx. pre-tax spread $141K

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	65,000	$0.00	$0.00
Exercise	Common Stock	65,000	$0.785	$51K
Sale	Common Stock	65,000	$2.95	$192K

Holdings After Transaction: Employee Stock Option (right to buy) — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (3)

1. F1. 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. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.95 to $2.99, inclusive. The reporting person undertakes to provide to 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.
3. F3. 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.

Key Figures

Shares sold: 65,000 shares Weighted average sale price: $2.95 per share Option exercise price: $0.785 per share +4 more

7 metrics

Shares sold 65,000 shares Common Stock sold in open-market transaction

Weighted average sale price $2.95 per share Common Stock sales, prices ranged $2.95–$2.99

Option exercise price $0.785 per share Employee Stock Option for 65,000 underlying shares

Option shares exercised 65,000 shares Employee Stock Option (right to buy) exercised

Option expiration date January 30, 2029 Employee Stock Option expiration

Shares held after transaction 0 shares Total Common Stock directly owned after sale

Net share change -65,000 shares Net of option exercise and subsequent sale

Key Terms

Rule 10b5-1 trading plan, weighted average price, Employee Stock Option (right to buy), Principal Accounting Officer, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sales reported ... were effected pursuant to a Rule 10b5-1 trading plan adopted..."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Employee Stock Option (right to buy) financial

"Security title is listed as Employee Stock Option (right to buy)."

Principal Accounting Officer financial

"Tom Penny is identified as the Principal Accounting Officer."

The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.

exercise or conversion of derivative security financial

"Transaction code M is described as Exercise or conversion of derivative security."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Equillium (EQ) report for Tom Penny?

Equillium reported that Principal Accounting Officer Tom Penny exercised options for 65,000 Common Stock shares at $0.785 each, then sold 65,000 shares in the open market at a weighted average price of $2.95 per share, fully exiting this equity position.

At what prices did Tom Penny sell Equillium (EQ) shares on this Form 4?

Tom Penny sold 65,000 Equillium Common Stock shares at a weighted average price of $2.95 per share. The footnotes state the sales occurred in multiple trades at prices ranging from $2.95 to $2.99 per share, inclusive, across the reported transactions.

Were Tom Penny’s Equillium (EQ) share sales under a Rule 10b5-1 plan?

Yes. The Form 4 states that Tom Penny’s reported sales were effected pursuant to a Rule 10b5-1 trading plan. This plan was adopted on October 10, 2025, indicating the transactions were pre-arranged rather than discretionary market-timing decisions by the insider.

How many Equillium (EQ) shares does Tom Penny hold after these transactions?

After the reported transactions, Tom Penny reported holding zero shares of Equillium Common Stock. The Form 4 shows 65,000 shares sold and total shares of Common Stock following the sale as 0. It also shows the exercised 65,000-share option with no remaining balance.

What employee stock option did Tom Penny exercise in Equillium (EQ)?

Tom Penny exercised an Employee Stock Option covering 65,000 underlying Common Stock shares at a conversion or exercise price of $0.785 per share. The option was scheduled to expire on January 30, 2029, and, after this exercise, the remaining balance for that option grant was reported as zero.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 06:28 PM Learn about SEC filing dates

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

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^*

Tom Penny

(Last) (First) (Middle)

2223 AVENIDA DE LA PLAYA, SUITE 105

(Street)

LA JOLLA CALIFORNIA 92037

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/28/2026		M		65,000	A	$0.785	65,000	D
Common Stock	05/28/2026		S(1)		65,000	D	$2.95(2)	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)	$0.785	05/28/2026		M			65,000	(3)	01/30/2029	Common Stock	65,000	$0	0	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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.95 to $2.99, inclusive. The reporting person undertakes to provide to 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.

3. 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	05/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)