Edgewise (EWTX) CFO receives RSUs and 161,250-share option; small sell-to-cover

Rhea-AI Filing Summary

Edgewise Therapeutics insider transactions: R. Michael Carruthers, identified as Chief Financial Officer and reporting person, reported multiple equity transactions dated 08/12/2025. He acquired 5,781 shares of common stock and simultaneously sold 1,428 shares at an average price of $13.3924 to satisfy tax withholding from vesting restricted stock units. Following these transactions, he beneficially owned 86,162 shares of common stock. The filing also reports derivative awards: 5,781 vested restricted stock units exercisable into common shares, 26,875 newly granted restricted stock units, and a stock option to purchase 161,250 shares at an exercise price of $13.39, with vesting schedules extending through 2035. The transactions were signed by an attorney-in-fact on 08/14/2025.

Positive

• CFO received equity awards (26,875 RSUs and a stock option for 161,250 shares), which aligns management incentives with shareholders
• Sell-to-cover transaction of 1,428 shares was explicitly for tax withholding and not a discretionary sale
• Filing includes clear vesting schedules for RSUs and options, improving transparency

Negative

• Potential dilution from the option covering 161,250 shares and RSU grants which could increase share count if fully exercised/vested
• Exercise price of $13.39 on the large option could lead to future share issuance if stock trades above that level

Insights

Securities Analyst

TL;DR: CFO received substantial equity awards including a large option grant and RSUs; a small sell-to-cover satisfied tax withholding.

These filings show routine executive compensation activity rather than market-moving insider sales. The acquisition of RSUs and a sizeable stock option for 161,250 shares at a $13.39 exercise price increases potential future dilution but aligns management incentives with shareholders. The reported sell-to-cover of 1,428 shares at an average $13.3924 was to satisfy tax withholding on vested RSUs and does not represent a discretionary exit. Overall, this is a standard combination of equity compensation and minimal tax-related disposition.

Corporate Governance Expert

TL;DR: Compensation grants follow typical vesting schedules; documentation and disclosure appear complete.

The Form 4 discloses clear vesting terms: RSUs vesting in four annual installments starting either 08/12/2025 or 08/12/2026 depending on the grant, and an option vesting monthly beginning September 12, 2025 with a 2035 expiration. The filing includes a sell-to-cover tax withholding explanation and footnotes about ESPP shares acquired May 15, 2025. Signatory authority by an attorney-in-fact is noted. From a governance perspective, disclosures are specific about quantities, prices and vesting which supports transparency. No material non-disclosed transactions are evident in the filing.

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
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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^*

Carruthers R Michael

(Last) (First) (Middle)

C/O EDGEWISE THERAPEUTICS, INC.

1715 38TH STREET

(Street)

BOULDER CO 80301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Edgewise Therapeutics, Inc. [ EWTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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
Common Stock	08/12/2025		M		5,781	A	$0.00	87,590(1)	D
Common Stock	08/12/2025		S		1,428(2)	D	$13.3924(3)	86,162	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
Restricted Stock Units	$0.00	08/12/2025		M			5,781	(4)	08/12/2034	Common Stock	5,781	$0.00	17,344	D
Restricted Stock Units	$0.00	08/12/2025		A		26,875		(5)	08/12/2035	Common Stock	26,875	$0.00	26,875	D
Stock Option (Right to Buy)	$13.39	08/12/2025		A		161,250		(6)	08/12/2035	Common Stock	161,250	$0.00	161,250	D

Explanation of Responses:

1. Includes 795 shares purchased on May 15, 2025 pursuant to the Edgewise Therapeutics, Inc. 2021 Employee Stock Purchase Plan.

2. Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs). This sale satisfies the minimum statutory tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary sale by the Reporting Person

3. The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $13.36 to $13.49, inclusive. The Reporting Person undertakes to provide 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 set forth in this footnote.

4. Restricted Stock Units ("RSUs") granted to the reporting person for no additional cash consideration, each of which represent a contingent right to receive one share of Edgewise Therapeutics, Inc. common stock upon the vesting of these RSUs in four equal annual installments beginning on August 12, 2025.

5. Restricted Stock Units ("RSUs") granted to the reporting person for no additional cash consideration, each of which represent a contingent right to receive one share of Edgewise Therapeutics, Inc. common stock upon the vesting of these RSUs in four equal annual installments beginning on August 12, 2026.

6. 1/48th of the shares subject to the option vest each month beginning on September 12, 2025, subject to the Reporting Person continuing as a service provider through each vest date.

Remarks:

	/s/ John R. Moore Attorney-in-Fact for R. Michael Carruthers	08/14/2025
	** 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.
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FAQ

What transactions did EWTX CFO R. Michael Carruthers report on Form 4?

The filing reports acquisition of 5,781 common shares, a sell-to-cover of 1,428 shares at an average price of $13.3924, grant of 26,875 RSUs, vested RSUs of 5,781, and a stock option for 161,250 shares at an exercise price of $13.39.

Why were 1,428 shares sold by the reporting person?

Those shares were sold to satisfy statutory tax withholding obligations related to the vesting of RSUs; the sale was a sell-to-cover and not a discretionary sale.

What are the vesting terms for the RSUs and option reported in the Form 4?

One RSU grant vests in four equal annual installments beginning 08/12/2025; another RSU grant vests in four equal annual installments beginning 08/12/2026. The option vests 1/48th monthly beginning 09/12/2025 and expires on 08/12/2035.

How many shares does the reporting person beneficially own after the transactions?

Following the reported transactions, the reporting person beneficially owned 86,162 shares of common stock.

Who signed the Form 4 and when?

The Form 4 was signed by John R. Moore, Attorney-in-Fact for R. Michael Carruthers on 08/14/2025.