Foghorn Therapeutics (FHTX) grants CPO 230,000 options at $5.71

Rhea-AI Filing Summary

Foghorn Therapeutics granted Chief People Officer Carlos Costa a stock option award covering 230,000 shares of common stock on January 30, 2026. The option has an exercise price of $5.71 per share and is held directly by Costa.

The option vests over time: 25% of the underlying shares vest on January 30, 2027, with the remaining shares vesting at a rate of 6.25% of the underlying shares on the first day of each calendar quarter thereafter. Following this grant, Costa beneficially owns stock options for 230,000 shares.

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^*

Costa Carlos

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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)	$5.71	01/30/2026		A		230,000		(1)	01/29/2036	Common Stock	230,000	$5.71	230,000	D

Explanation of Responses:

1. The option vests as to 25% of the underlying shares of common stock on January 30, 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 Carlos Costa	02/02/2026
	** 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 about Carlos Costa’s compensation?

Foghorn Therapeutics disclosed that Chief People Officer Carlos Costa received a stock option for 230,000 shares on January 30, 2026. The option has a $5.71 exercise price and vests over several years according to a defined schedule.

How many FHTX stock options were granted to Chief People Officer Carlos Costa?

Chief People Officer Carlos Costa was granted stock options covering 230,000 shares of Foghorn Therapeutics common stock. These derivative securities are held directly and represent the total number of options beneficially owned after the reported transaction.

What is the exercise price of Carlos Costa’s FHTX stock options?

The exercise price of Carlos Costa’s Foghorn Therapeutics stock option grant is $5.71 per share. This is the price he would pay to purchase each underlying share of common stock upon exercising the option, subject to the vesting schedule.

When do Carlos Costa’s FHTX stock options start vesting and how?

Carlos Costa’s option begins vesting on January 30, 2027, when 25% of the underlying shares vest. After that date, the remaining shares vest at 6.25% of the underlying shares on the first day of each calendar quarter.

What is the vesting schedule structure for the FHTX options granted to Carlos Costa?

The stock option vests as to 25% of the underlying shares on January 30, 2027. The remaining balance vests at 6.25% of the underlying shares on the first day of each calendar quarter until fully vested, assuming continued service.

Does Carlos Costa hold the FHTX stock options directly or indirectly?

The filing shows that Carlos Costa holds the stock option directly, as indicated by the ownership form marked “D.” There is no referenced entity or special indirect ownership structure associated with this specific option grant.