Foghorn Therapeutics (FHTX) CEO gets 1,075,000 new stock options grant

Rhea-AI Filing Summary

Foghorn Therapeutics Inc. Chief Executive Officer and director Adrian Gottschalk received a new stock option grant. On February 5, 2026, he was awarded an option to purchase 1,075,000 shares of Foghorn Therapeutics common stock at an exercise price of $5.23 per share.

The option vests as to 25% of the underlying shares on February 5, 2027, then 6.25% of the shares vest on the first day of each calendar quarter thereafter. Following this grant, Gottschalk beneficially owns 1,075,000 derivative securities directly.

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^*

GOTTSCHALK ADRIAN

(Last) (First) (Middle)

99 COOLIDGE AVENUE

SUITE 500

(Street)

WATERTOWN MA 02472

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Foghorn Therapeutics Inc. [ FHTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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)	$5.23	02/05/2026		A		1,075,000		(1)	02/04/2036	Common Stock	1,075,000	$5.23	1,075,000	D

Explanation of Responses:

1. The option vests as to 25% of the underlying shares of common stock on February 5, 2027, and thereafter at a rate of 6.25% of the underlying shares on the first day of each calendar quarter.

Remarks:

	/s/ Michael LaCascia, Attorney-in-Fact for Adrian Gottschalk	02/06/2026
	** 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 Foghorn Therapeutics (FHTX) disclose in this Form 4 filing?

The filing reports a stock option grant to CEO and director Adrian Gottschalk. On February 5, 2026, he received options to buy 1,075,000 Foghorn Therapeutics common shares at $5.23 per share, with a multi-year vesting schedule tied to quarterly installments.

How many stock options did Foghorn Therapeutics CEO Adrian Gottschalk receive?

Adrian Gottschalk received a stock option covering 1,075,000 shares of common stock. All 1,075,000 derivative securities are reported as beneficially owned directly following the transaction, reflecting the full size of the newly granted option position.

What is the exercise price of the new Foghorn Therapeutics (FHTX) stock options?

The newly granted stock option has an exercise price of $5.23 per share. This means Gottschalk can purchase Foghorn Therapeutics common stock at $5.23 once the option vests and remains outstanding, subject to the vesting schedule described in the filing.

When do Adrian Gottschalk’s Foghorn Therapeutics options start vesting?

The option begins vesting on February 5, 2027, when 25% of the underlying shares vest. After that initial cliff, 6.25% of the underlying shares vest on the first day of each calendar quarter until the option is fully vested over time.

What role does Adrian Gottschalk hold at Foghorn Therapeutics (FHTX)?

Adrian Gottschalk is both Chief Executive Officer and a director of Foghorn Therapeutics Inc. The Form 4 identifies him as an officer with the title Chief Executive Officer and as a director, reflecting his leadership and governance roles at the company.

How is the ownership of the new Foghorn Therapeutics options reported?

The options are reported as directly owned by Adrian Gottschalk. The Form 4 lists 1,075,000 derivative securities beneficially owned following the transaction, with an ownership form of “D” for direct, and no indirect ownership entity or footnote reallocating the position.