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Edgewise Therapeutics (EWTX) CMO sells 55,230 shares under 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Edgewise Therapeutics, Inc. CMO Joanne M. Donovan reported an option exercise and related stock sales. On May 5, 2026, she exercised stock options to acquire 50,000 shares of common stock at $7.08 per share, then sold 50,000 shares at an average price of $38.568.

On May 4, 2026, she also sold 5,230 shares at an average price of $31.2931. The filing notes both sales were made in multiple transactions within disclosed price ranges and were effected under a Rule 10b5-1 Plan adopted on December 26, 2025. Following these transactions, she directly holds 4,367 shares of Edgewise Therapeutics common stock.

Positive

  • None.

Negative

  • None.

Insights

CMO executes pre-planned option exercise-and-sell, leaving a small remaining share position.

The filing shows Joanne M. Donovan, CMO of Edgewise Therapeutics, exercising options for 50,000 shares at $7.08 and selling a total of 55,230 shares at average prices around $31.29 and $38.57.

Because the sales were made under a disclosed Rule 10b5-1 Plan adopted on December 26, 2025, their timing appears pre-planned rather than reactive to short-term news. After these transactions she directly holds 4,367 shares, so this represents a large reduction of her reported common stock holdings in this filing.

The pattern is an exercise-and-sell sequence, a common way for executives to turn vested options into cash. Future company filings may provide additional context on any remaining equity incentives or new grants that affect her longer-term alignment with shareholders.

Insider Donovan Joanne M.
Role CMO
Sold 55,230 shs ($2.09M)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 50,000 $0.00 --
Exercise Common Stock 50,000 $7.08 $354K
Sale Common Stock 50,000 $38.568 $1.93M
Sale Common Stock 5,230 $31.2931 $164K
Holdings After Transaction: Stock Option (Right to Buy) — 75,000 shares (Direct, null); Common Stock — 54,367 shares (Direct, null)
Footnotes (1)
  1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person on December 26, 2025. The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $30.72 to $31.66, 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. The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $38.00 to $39.96 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. 1/48th of the shares subject to the option vest each month beginning on September 17, 2023, subject to the Reporting Person continuing as a service provider through each vest date.
Shares sold May 4, 2026 5,230 shares at $31.2931 Open-market sale of common stock
Shares sold May 5, 2026 50,000 shares at $38.568 Open-market sale of common stock
Options exercised 50,000 shares at $7.08 Stock option exercise on May 5, 2026
Post-transaction holdings 4,367 shares Common stock directly owned after transactions
Option expiration August 17, 2033 Expiration date of exercised stock option
Exercise vesting schedule 1/48th monthly Vesting from September 17, 2023, while in service
Rule 10b5-1 Plan regulatory
"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person on December 26, 2025."
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
Stock Option (Right to Buy financial
"security_title": "Stock Option (Right to Buy)", "transaction_code": "M""
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
open-market sale financial
"transaction_action": "open-market sale", "transaction_code_description": "Sale in open market or private transaction""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
vesting financial
"1/48th of the shares subject to the option vest each month beginning on September 17, 2023"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
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*
Donovan Joanne M.

(Last)(First)(Middle)
C/O EDGEWISE THERAPEUTICS, INC.
1715 38TH STREET

(Street)
BOULDER COLORADO 80301

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Edgewise Therapeutics, Inc. [ EWTX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CMO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026
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 Stock05/04/2026S5,230(1)D$31.2931(2)4,367D
Common Stock05/05/2026M50,000A$7.0854,367D
Common Stock05/05/2026S50,000(1)D$38.568(3)4,367D
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
Stock Option (Right to Buy)$7.0805/05/2026M50,000 (4)08/17/2033Common Stock50,000$0.0075,000D
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person on December 26, 2025.
2. The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $30.72 to $31.66, 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.
3. The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $38.00 to $39.96 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. 1/48th of the shares subject to the option vest each month beginning on September 17, 2023, 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.05/04/2026
** 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)

FAQ

What insider transactions did Edgewise Therapeutics (EWTX) CMO Joanne Donovan report?

Joanne M. Donovan reported exercising options for 50,000 Edgewise Therapeutics shares at $7.08 and selling a total of 55,230 common shares at average prices around $31.29 and $38.57. These transactions occurred on May 4 and May 5, 2026, according to the Form 4.

How many Edgewise Therapeutics (EWTX) shares did the CMO sell and at what prices?

The CMO sold 5,230 shares at an average $31.2931 on May 4, 2026, and 50,000 shares at an average $38.568 on May 5, 2026. The filing notes both were broken into multiple trades within specified price ranges.

Did the Edgewise Therapeutics (EWTX) CMO exercise stock options in this Form 4?

Yes. Joanne M. Donovan exercised stock options for 50,000 shares of Edgewise Therapeutics common stock at an exercise price of $7.08 per share on May 5, 2026. The exercised shares correspond to a stock option with an expiration date in 2033.

Were the Edgewise Therapeutics (EWTX) insider sales made under a Rule 10b5-1 plan?

Yes. The Form 4 states that the sales reported were effected under a Rule 10b5-1 Plan adopted by the reporting person on December 26, 2025. Such plans are pre-arranged trading programs designed to allow scheduled sales over time.

How many Edgewise Therapeutics (EWTX) shares does the CMO hold after these transactions?

Following the reported option exercise and sales, Joanne M. Donovan directly holds 4,367 shares of Edgewise Therapeutics common stock. This post-transaction balance is reported in the Form 4’s ownership columns for the non-derivative common stock holdings.

What is the vesting schedule of the exercised Edgewise Therapeutics stock option?

The footnotes explain that 1/48th of the shares subject to the option vest each month beginning on September 17, 2023, provided the reporting person continues as a service provider through each vesting date. This structure creates gradual monthly vesting over four years.