EQ Form 4: Stephen Connelly Granted 1,025,000 Options, Vesting Over Four Years

Rhea-AI Filing Summary

Equillium, Inc. (EQ) reporting person Stephen Connelly, Chief Scientific Officer and Director, received an employee stock option award covering 1,025,000 shares on 08/29/2025 with an exercise price of $1.74. The filing shows the option as acquired (code A) and lists 1,025,000 shares beneficially owned following the transaction. The explanatory note states standard time-based vesting: 25% vest on the first anniversary of the vesting commencement date and the remainder vests in 36 equal monthly installments thereafter.

Positive

• Significant retention incentive: Large time‑based option grant aligns the Chief Scientific Officers interests with long‑term shareholder value.
• Standard vesting pattern: 25% after one year and monthly vesting thereafter supports retention over a multi‑year period.

Negative

• Potential dilution: Grant of 1,025,000 shares could be dilutive depending on total outstanding shares (outstanding share count not provided).
• Key details missing: The filing does not state the vesting commencement date, market price at grant, or whether any performance conditions apply.

Insights

Corporate Governance Expert

TL;DR: A large time‑based option grant to a senior officer aligns incentives but creates potential dilution; vesting schedule is standard.

The 1,025,000‑share option award to the Chief Scientific Officer and Director is a meaningful equity grant that ties long‑term executive incentives to company performance. The disclosed vesting structure—25% after one year, then monthly over three years—is conventional for retention. From governance perspective, materiality depends on EQ's outstanding share count (not provided in this filing). The filing is a routine disclosure under Section 16 and does not disclose cash compensation, prior grants, or any performance conditions.

Executive Compensation Analyst

TL;DR: Substantial option quantity at $1.74 strike could be highly valuable if share price rises, but current grant economics cannot be assessed here.

This Form 4 records acquisition of an employee stock option for 1,025,000 underlying shares with a $1.74 exercise price. The document provides the vesting cadence but omits the vesting commencement date and the companyalance sheet or market price context, so intrinsic value and dilution impact cannot be calculated from this filing alone. No performance vesting or accelerated vesting terms are disclosed in the explanation provided.

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

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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^*

Connelly Stephen

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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
Employee Stock Option (right to buy)	$1.74	08/29/2025		A		1,025,000		(1)	08/28/2035	Common Stock	1,025,000	$0	1,025,000	D

Explanation of Responses:

1. 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/ Daniel M. Bradbury, Attorney-in-Fact	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Equillium (EQ) insider Stephen Connelly acquire?

Stephen Connelly acquired an employee stock option for 1,025,000 shares on 08/29/2025 with an exercise price of $1.74.

What is the vesting schedule for the option reported on the Form 4?

Vesting: 25% of the shares vest on the first anniversary of the vesting commencement date; the remainder vests in 36 equal monthly installments thereafter.

Does the Form 4 show how many shares Stephen Connelly owns after the transaction?

Yes. The filing lists 1,025,000 shares beneficially owned following the reported transaction.

What is the exercise price and transaction date of the option?

Exercise price: $1.74. Transaction date: 08/29/2025.

Are there performance conditions or the vesting commencement date disclosed?

No. The filing discloses only the time‑based vesting cadence and does not provide a vesting commencement date or any performance conditions.