[Form 4] Forte Biosciences, Inc. Insider Trading Activity

Rhea-AI Filing Summary

The Form 4 filed on 07/03/2025 reports routine equity-compensation activity by Forte Biosciences (FBRX) CEO, Chair and Director Paul A. Wagner. On 07/01/2025 he converted 1,250 restricted stock units into an equal number of common shares (code M) at a $0 exercise price. To cover statutory taxes, 98 shares were automatically surrendered (code F) at $12.44 each. Following the transactions, Wagner now owns 80,940 FBRX shares directly and retains 7,500 unvested RSUs.

No open-market buying or selling occurred, no cash changed hands, and the share count involved is immaterial relative to Forte’s public float, so market impact should be limited. Nevertheless, the filing incrementally increases insider ownership and signals that vesting under the 2021 Equity Incentive Plan continues as scheduled.

Insights

Securities Analyst

TL;DR: CEO exercised 1,250 RSUs, withheld 98 shares for taxes; ownership now 80,940 shares—neutral, routine vesting.

The transaction is a standard RSU conversion (code M) coupled with share withholding for taxes (code F). Dollar value is roughly $15k—far below any materiality threshold for Forte’s capitalization. Because there was no discretionary open-market purchase or sale, it neither signals bullishness nor concern. Insider ownership inches up, aligning incentives, but I judge the event non-impactful for valuation or liquidity.

Corporate Governance Expert

TL;DR: Filing shows scheduled vesting under 2021 plan; governance hygiene intact, no red flags.

The Form 4 confirms compensation mechanics: quarterly vesting of RSUs with automatic tax withholding. Such transparency supports good governance practices. The CEO still holds 7,500 unvested RSUs, maintaining performance alignment. There is no indication of accelerated vesting, pledging, or unusual derivative use. I classify the disclosure as neutral for governance risk assessments.

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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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^*

Wagner Paul A.

(Last) (First) (Middle)

C/O FORTE BIOSCIENCES, INC.

3060 PEGASUS PARK DR., BLDG 6

(Street)

DALLAS TX 75247

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Forte Biosciences, Inc. [ FBRX ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SEE REMARKS

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		M		1,250	A	$0(1)	81,038	D
Common Stock	07/01/2025		F		98	D	$12.44	80,940	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	(1)	07/01/2025		M			1,250	(2)	(2)	Common Stock	1,250	$0	7,500	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Forte Biosciences, Inc. (the "Issuer") Common Stock.

2. Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2021 Equity Incentive Plan) through each applicable vesting date, one-sixteenth (1/16th) of the RSUs subject to the award shall vest on each Quarterly Vesting Date (as defined below) on or immediately following February 1, 2023. For purposes of this RSU Award, "Quarterly Vesting Date" with respect to any calendar year means January 1, April 1, July 1, and October 1.

Remarks:

CEO, Secretary and Chair of the Board

	/s/ Paul A. Wagner, Ph.D.	07/03/2025
	** 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.

FAQ

What did Forte Biosciences (FBRX) report in the latest Form 4?

CEO Paul A. Wagner converted 1,250 RSUs into common stock and withheld 98 shares for taxes.

How many Forte Biosciences shares does the CEO own after the transaction?

He directly owns 80,940 shares and holds 7,500 unvested RSUs.

What are transaction codes M and F on Form 4?

M is an option/RSU conversion; F is a share disposal to satisfy tax withholding.

Was there an open-market sale or purchase of FBRX shares?

No, the activity was limited to RSU vesting and tax withholding—no cash sale or purchase.

Does the filing indicate any change to Forte Biosciences’ financial outlook?

No. The event is routine compensation vesting and does not affect the company’s operations or outlook.