4D Molecular Therapeutics files Form 4 for 22.5k director options

Rhea-AI Filing Summary

4D Molecular Therapeutics (FDMT) – Form 4 filing: Director Charles Theuer received an automatic grant of 22,500 stock options on 17 June 2025 under the company’s non-employee director compensation program.

The options carry a $4.15 exercise price and a 10-year term expiring 16 June 2035. Vesting is staggered: 33% on 17 June 2026, with the balance vesting in equal monthly installments through 17 June 2028. All unvested shares vest immediately if a change-in-control occurs.

After the grant, the reporting person holds 22,500 derivative securities directly. No open-market purchases or sales were reported, and there were no changes in non-derivative holdings. The disclosure is routine and primarily reflects standard director equity compensation designed to align incentives with shareholder interests.

Insights

Corporate Governance Specialist

TL;DR: Routine director option grant; neutral impact on valuation.

This Form 4 reflects standard board compensation. A 22,500-share option at $4.15 aligns the director with investors but represents an immaterial percentage of FDMT’s equity base. No cash outflow, dilution limited to roughly 0.04% (assuming ~55 M shares outstanding). The long vesting schedule and change-in-control acceleration conform to typical biotech governance practices. Overall, the filing does not signal strategic shifts or insider sentiment changes and should have negligible market impact.

Securities Analyst

TL;DR: Insider activity limited to an option grant; no trading signal.

The only transaction is an automatic option award; there are no open-market buys or sells to infer conviction on FDMT’s near-term prospects. The $4.15 strike suggests the option was priced near recent market levels, indicating compliance with fair-value grant practices. Investors should view the filing as administrative rather than catalytic. Key valuation drivers—clinical milestones and capital runway—remain unchanged.

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

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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^*

THEUER CHARLES

(Last) (First) (Middle)

C/O 4D MOLECULAR THERAPEUTICS, INC.

5858 HORTON STREET #455

(Street)

EMERYVILLE CA 94608

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
4D Molecular Therapeutics, Inc. [ FDMT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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

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
Stock Option (Right to Buy)	$4.15	06/17/2025		A(1)		22,500		(2)	06/16/2035	Common Stock	22,500	$0	22,500	D

Explanation of Responses:

1. Automatically granted pursuant to the terms of the Company's non-employee director compensation program.

2. The stock option vests and becomes exercisable with respect to 1/3 of the total shares on June 17, 2026 and in equal monthly installments thereafter, subject to the Reporting Person continuing service to Issuer through each vesting date, until the shares are fully vested on June 17, 2028. Additionally, the stock options will vest in full upon the consummation of a Change in Control (as defined in the 2020 Incentive Award Plan).

	/s/ Scott Bizily as Attorney-in-Fact for Charles Theuer	06/20/2025
	** 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 FDMT disclose in the 20 June 2025 Form 4 filing?

The company reported an automatic grant of 22,500 stock options to director Charles Theuer, with no shares bought or sold.

How many stock options were granted to director Charles Theuer?

He received 22,500 options for FDMT common stock.

What is the exercise price and expiration date of the FDMT option grant?

The options have a $4.15 exercise price and expire on 16 June 2035.

When do the newly granted FDMT options vest?

33% vest on 17 June 2026; the remainder vests monthly through 17 June 2028 or fully upon a change-in-control.

Did the Form 4 report any open-market purchases or sales of FDMT shares?

No. The filing only discloses the option grant; there were no open-market transactions.

Will the options vest immediately if FDMT undergoes a change in control?

Yes. All unvested options vest in full upon a change-in-control as defined in the 2020 Incentive Award Plan.