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Estrella Immunopharma (ESLA) CEO adds 100K shares in option exercise

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Estrella Immunopharma, Inc. (ESLA) reported that CEO and director Liu Cheng exercised stock options for 100,000 shares of common stock on 2026-08-25 at an exercise price of $0.815 per share. Following the exercise, Cheng directly holds 397,437 shares of common stock and 900,000 incentive stock options related to this award remain outstanding.

The options were granted on 2024-10-30 under the 2023 Omnibus Incentive Plan, with 25% immediately exercisable at grant and the remainder vesting in equal monthly installments of 1/48th of the total award; the options exercised were vested.

Positive

  • None.

Negative

  • None.
Insider Liu Cheng
Role CEO
Type Security Shares Price Value
Exercise Incentive Stock Option F3, F4 100,000 $0.00 $0.00
Exercise Common Stock, par value $0.0001 per share F1, F2 100,000 $0.815 $82K
Holdings After Transaction: Incentive Stock Option — 900,000 shares (Direct); Common Stock, par value $0.0001 per share — 397,437 shares (Direct)
Footnotes (4)
  1. F1. Represents the exercise price per share paid by the Reporting Person upon the exercise of the stock options reported in Table II.
  2. F2. Reflects the 297,437 shares of Common Stock directly beneficially owned as reported on the Reporting Person's most recent Form 4, plus the 100,000 shares acquired upon the reported exercise.
  3. F3. Represents incentive share options granted to the Reporting Person on October 30, 2024 under the Issuer's 2023 Omnibus Incentive Plan, of which twenty-five percent (25%) was immediately exercisable on the date of grant, with the remainder vesting in equal monthly installments of 1/48th of the total award on each monthly anniversary of October 30, 2024. The options were vested as to the shares exercised.
  4. F4. Not applicable. The reported transaction is the exercise of the stock option for the exercise price set forth in Column 2. No separate consideration was paid or received for the derivative security.
Options Exercised 100,000 shares Incentive stock options exercised on 2026-08-25
Exercise Price $0.815 per share Exercise price paid for the 100,000 options
Common Shares Held After Transaction 397,437 shares Directly beneficially owned by Liu Cheng after exercise
Derivative Securities Following Transaction 900,000 incentive stock options Total related options beneficially owned after exercise
Grant Date of Options 2024-10-30 Incentive stock options grant under 2023 Omnibus Incentive Plan
Option Expiration Date 2034-10-29 Expiration of the incentive stock options exercised
Immediate Vesting Portion 25% Portion of award exercisable on grant date
Incentive Stock Option financial
"Represents incentive share options granted to the Reporting Person"
An incentive stock option is a type of employee benefit that gives a worker the right to buy company shares at a fixed price, with special tax advantages if the employee holds the shares for a required period. Think of it as a coupon to buy future shares at today’s price that can result in lower tax on the gain. Investors care because ISOs can dilute share count, align staff incentives with the stock price, and affect company compensation costs and the timing of potential share sales.
2023 Omnibus Incentive Plan financial
"granted to the Reporting Person on October 30, 2024 under the Issuer's 2023 Omnibus Incentive Plan"
beneficially owned financial
"Reflects the 297,437 shares of Common Stock directly beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
exercise price financial
"Represents the exercise price per share paid by the Reporting Person"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
derivative security financial
"No separate consideration was paid or received for the derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

What insider transaction did ESLA CEO Liu Cheng report on this Form 4?

Liu Cheng reported exercising incentive stock options for 100,000 shares of Estrella Immunopharma common stock on 2026-08-25, converting them at an exercise price of $0.815 per share into directly held common shares.

How many ESLA common shares does Liu Cheng own after this transaction?

After the reported option exercise, Liu Cheng directly beneficially owns 397,437 shares of Estrella Immunopharma common stock, reflecting 297,437 shares previously reported plus the 100,000 shares acquired upon this exercise.

What options did Liu Cheng exercise in Estrella Immunopharma (ESLA)?

He exercised 100,000 incentive stock options granted on 2024-10-30 under Estrella Immunopharma’s 2023 Omnibus Incentive Plan, at an exercise price of $0.815 per share, into an equal number of common shares.

What is the vesting schedule of Liu Cheng’s ESLA incentive stock options?

The filing states that 25% of the options were immediately exercisable on the 2024-10-30 grant date, with the remaining 75% vesting in equal monthly installments of 1/48th of the total award on each monthly anniversary of that date.

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

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SEC Form 4
FORM 4UNITED 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).
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*
Liu Cheng

(Last)(First)(Middle)
C/O ESTRELLA IMMUNOPHARMA, INC.
5858 HORTON STREET, SUITE 370

(Street)
EMERYVILLE CALIFORNIA 94608

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Estrella Immunopharma, Inc. [ ESLA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.0001 per share08/25/202608/25/2026M100,000A$0.815(1)397,437(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Incentive Stock Option(3)$0.81508/25/202608/25/2026M100,00010/31/2024(3)10/29/2034Common Stock100,000$0(4)900,000D
Explanation of Responses:
1. Represents the exercise price per share paid by the Reporting Person upon the exercise of the stock options reported in Table II.
2. Reflects the 297,437 shares of Common Stock directly beneficially owned as reported on the Reporting Person's most recent Form 4, plus the 100,000 shares acquired upon the reported exercise.
3. Represents incentive share options granted to the Reporting Person on October 30, 2024 under the Issuer's 2023 Omnibus Incentive Plan, of which twenty-five percent (25%) was immediately exercisable on the date of grant, with the remainder vesting in equal monthly installments of 1/48th of the total award on each monthly anniversary of October 30, 2024. The options were vested as to the shares exercised.
4. Not applicable. The reported transaction is the exercise of the stock option for the exercise price set forth in Column 2. No separate consideration was paid or received for the derivative security.
Vivien Chan08/26/2026
** 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 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)