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Foghorn (NASDAQ: FHTX) CEO shifts 213,410 shares in trust-to-trust gifts

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Foghorn Therapeutics Inc. Chief Executive Officer Adrian Gottschalk reported a series of bona fide gifts of Common Stock between family estate-planning vehicles. On April 9 and 10, 2026, four indirect transactions moved a total of 213,410 shares among grantor retained annuity trusts and his Living Trust at a stated price of $0.00 per share.

The 2023 Grantor Retained Annuity Trust distributed 47,497 shares to the Adrian H. Gottschalk Living Trust, leaving the 2023 GRAT with 0 shares and the Living Trust with 211,704 shares indirectly held. Separately, the 2025 Grantor Retained Annuity Trust distributed 59,208 shares to the Living Trust, after which the 2025 GRAT held 240,792 shares and the Living Trust held 270,912 shares, all reported as indirect ownership. These movements are characterized as gift transfers rather than open-market trades.

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Insider GOTTSCHALK ADRIAN
Role Chief Executive Officer
Type Security Shares Price Value
Gift Common Stock 59,208 $0.00 $0.00
Gift Common Stock 59,208 $0.00 $0.00
Gift Common Stock 47,497 $0.00 $0.00
Gift Common Stock 47,497 $0.00 $0.00
Holdings After Transaction: Common Stock — 0 shares (Indirect, By 2023 GRAT); Common Stock — 240,792 shares (Indirect, 2025 GRAT); Common Stock — 270,912 shares (Indirect, By Living Trust)
Footnotes (2)
  1. F1. On April 9, 2026, the Adrian H. Gottschalk 2023 Grantor Retained Annuity Trust dated May 26, 2023, of which the Reporting Person is the trustee and sole current beneficiary (the "2023 GRAT"), distributed 47,497 shares of the Issuer's Common Stock to the Adrian H. Gottschalk Living Trust dated September 8, 2009, of which the Reporting Person is the trustee (the "Living Trust").
  2. F2. On April 10, 2026, the Adrian H. Gottschalk 2025 Grantor Retained Annuity Trust dated April 25, 2025, of which the Reporting Person is the trustee and sole current beneficiary (the "2025 GRAT"), distributed 59,208 shares of the Issuer's Common Stock to the Living Trust.
Total gifted shares 213,410 shares Aggregate bona fide gifts on April 9–10, 2026
Gift from 2023 GRAT 47,497 shares Distributed on April 9, 2026 from 2023 GRAT
Gift from 2025 GRAT 59,208 shares Distributed on April 10, 2026 from 2025 GRAT
Living Trust holdings after gifts 270,912 shares Common Stock indirectly held by Living Trust after April 10, 2026
2025 GRAT holdings after gifts 240,792 shares Common Stock indirectly held by 2025 GRAT after April 10, 2026
2023 GRAT holdings after gifts 0 shares Common Stock indirectly held by 2023 GRAT after April 9, 2026
Gift price per share $0.00 per share Stated transaction price for all reported gifts
Grantor Retained Annuity Trust financial
"the Adrian H. Gottschalk 2023 Grantor Retained Annuity Trust dated May 26, 2023"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
bona fide gift financial
""G" transaction code described as Bona fide gift"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Living Trust financial
"the Adrian H. Gottschalk Living Trust dated September 8, 2009"
indirect ownership financial
"direct_or_indirect": "I", "ownership_type": "indirect""
Form 4 regulatory
"INSIDER FILING DATA (Form 4):"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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FAQ

What did Foghorn Therapeutics (FHTX) CEO Adrian Gottschalk report on this Form 4?
He reported four bona fide gift transfers of Foghorn Therapeutics Common Stock between family trusts. These indirect transactions on April 9 and 10, 2026 totaled 213,410 shares, reflecting estate-planning movements rather than open-market buying or selling activity.

How many Foghorn Therapeutics (FHTX) shares were gifted in total?
The Form 4 shows gift transactions covering 213,410 shares of Foghorn Therapeutics Common Stock. This total comes from two gifts of 47,497 shares and two gifts of 59,208 shares, all reported as bona fide gifts at a stated price of $0.00 per share.

Which entities were involved in the FHTX stock gifts reported by Adrian Gottschalk?
The gifts moved shares among the Adrian H. Gottschalk 2023 Grantor Retained Annuity Trust, the Adrian H. Gottschalk 2025 Grantor Retained Annuity Trust, and the Adrian H. Gottschalk Living Trust. All holdings are reported as indirect ownership for the CEO.

What were the post-transaction FHTX holdings in the Gottschalk Living Trust and GRATs?
After these gifts, the Living Trust held 270,912 shares indirectly, the 2025 GRAT held 240,792 shares, and the 2023 GRAT held 0 shares. These figures describe how Foghorn Therapeutics shares are distributed across the reported trusts.

Were the FHTX transactions by Adrian Gottschalk open-market trades?
No, they were not open-market trades. Each transaction is coded “G” for bona fide gift, with a reported price of $0.00 per share, indicating transfers of Foghorn Therapeutics Common Stock between related trusts rather than purchases or sales on the market.
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*
GOTTSCHALK ADRIAN
(Last)(First)(Middle)
99 COOLIDGE AVENUE
SUITE 500
(Street)
WATERTOWN MASSACHUSETTS 02472
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Foghorn Therapeutics Inc. [ FHTX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/09/2026		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 Stock04/09/2026G(1)47,497D$0.000.00IBy 2023 GRAT
Common Stock04/09/2026G(1)47,497A$0.00211,704IBy Living Trust
Common Stock04/10/2026G(2)59,208D$0.00240,792I2025 GRAT
Common Stock04/10/2026G(2)59,208A$0.00270,912IBy Living Trust
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
Explanation of Responses:
1. On April 9, 2026, the Adrian H. Gottschalk 2023 Grantor Retained Annuity Trust dated May 26, 2023, of which the Reporting Person is the trustee and sole current beneficiary (the "2023 GRAT"), distributed 47,497 shares of the Issuer's Common Stock to the Adrian H. Gottschalk Living Trust dated September 8, 2009, of which the Reporting Person is the trustee (the "Living Trust").
2. On April 10, 2026, the Adrian H. Gottschalk 2025 Grantor Retained Annuity Trust dated April 25, 2025, of which the Reporting Person is the trustee and sole current beneficiary (the "2025 GRAT"), distributed 59,208 shares of the Issuer's Common Stock to the Living Trust.
Remarks:
/s/Samantha Macina, as attorney in fact for Adrian Gottschalk04/13/2026
** 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)

Source: View Original Filing on SEC EDGAR