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Edgewise (EWTX) Form 4: Executive equity grants and sell-to-cover disclosed

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Insider transactions by CMO Joanne M. Donovan at Edgewise Therapeutics (EWTX): On 08/12/2025 Donovan was issued 168,750 stock options exercisable at $13.39 and 28,125 RSUs (vesting beginning 08/12/2026) and received 5,781 RSUs (vesting beginning 08/12/2034). She also acquired 5,781 shares and sold 2,862 shares in a sell-to-cover to satisfy tax withholding at an average price of $13.3924. Following these transactions she beneficially owned 25,361 common shares.

Positive

  • Significant equity grants: 168,750 stock options and 28,125 RSUs awarded to the CMO, aligning compensation with long-term service
  • Vesting schedules provided: RSUs and options vest over multiple years, indicating retention incentives

Negative

  • Sell-to-cover transaction: 2,862 shares sold to satisfy tax withholding (average price $13.3924), reducing immediate beneficial holdings

Insights

TL;DR: New long-dated equity compensation issued; modest sell-to-cover executed to satisfy tax withholding.

The reporting shows the company granted a substantial equity package to the Chief Medical Officer: 168,750 options at a $13.39 exercise price and 28,125 RSUs (multi-year vesting), plus 5,781 RSUs with a later vesting schedule. The reported sell-to-cover of 2,862 shares was to satisfy statutory tax obligations and was not a discretionary sale. From an investor perspective this is a routine executive compensation disclosure; no proceeds or changes to company capital structure are indicated beyond issuance of equity awards.

TL;DR: Grants align executive incentives long-term; transactions appear procedural and compliant with tax withholding practice.

The form documents standard equity-based compensation and associated administrative share sales for tax withholding. Vesting schedules span multiple years and options vest monthly after a cliff, which suggests retention-focused design. The filing is complete with explanatory footnotes and an attorney-in-fact signature, indicating procedural compliance. There are no disclosures of discretionary open-market sales or unusual timing in this filing.

Insider Donovan Joanne M.
Role CMO
Sold 2,862 shs ($38K)
Type Security Shares Price Value
Exercise Restricted Stock Units 5,781 $0.00 --
Grant/Award Restricted Stock Units 28,125 $0.00 --
Grant/Award Stock Option (Right to Buy) 168,750 $0.00 --
Exercise Common Stock 5,781 $0.00 --
Sale Common Stock 2,862 $13.3924 $38K
Holdings After Transaction: Restricted Stock Units — 17,344 shares (Direct); Stock Option (Right to Buy) — 168,750 shares (Direct); Common Stock — 28,223 shares (Direct)
Footnotes (1)
  1. Includes 854 shares purchased on May 15, 2025 pursuant to the Edgewise Therapeutics, Inc. 2021 Employee Stock Purchase Plan. 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 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. 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. 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. 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.
Form 4 Insider Transactions: What Each Field Means →
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).
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*
Donovan Joanne M.
(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)
CMO
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 28,223(1) D
Common Stock 08/12/2025 S 2,862(2) D $13.3924(3) 25,361 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 28,125 (5) 08/12/2035 Common Stock 28,125 $0.00 28,125 D
Stock Option (Right to Buy) $13.39 08/12/2025 A 168,750 (6) 08/12/2035 Common Stock 168,750 $0.00 168,750 D
Explanation of Responses:
1. Includes 854 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:
John R. Moore Attorney-in-Fact for Donovan Joanne M. 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Joanne M. Donovan (EWTX) report on 08/12/2025?

The filing reports issuance of 168,750 options at $13.39, 28,125 RSUs, 5,781 RSUs, acquisition of 5,781 shares, and a sell-to-cover of 2,862 shares.

Why were 2,862 shares sold in the Form 4 for EWTX?

Those shares were sold to satisfy statutory tax withholding obligations related to RSU vesting; the filing states this was not a discretionary sale.

What is the exercise price and vesting information for the options granted to the CMO?

The stock option exercise price is $13.39. Options total 168,750 shares and vest monthly (1/48th per month) beginning September 12, 2025, with an expiration in 2035.

How many shares does Joanne Donovan beneficially own after these transactions?

The filing reports she beneficially owns 25,361 common shares following the reported transactions.

When do the newly granted RSUs become eligible to vest?

The 5,781 RSUs vest in four equal annual installments beginning 08/12/2025; the 28,125 RSUs vest in four equal annual installments beginning 08/12/2026.