Gossamer Bio (GOSS) cuts EVP Waage option strike to $0.45 in 2.07M-share repricing

Rhea-AI Filing Summary

Gossamer Bio EVP Christian Waage reported a one-time stock option repricing and related option grants and cancellations. Effective as of March 19, 2026, the company approved an option repricing that reduced the exercise price of certain outstanding options to $0.45 per share under its 2019 Incentive Award Plan.

On that date, Waage received multiple new stock option awards with an exercise price of $0.45 covering an aggregate of 2,065,584 shares of common stock, while an equal number of higher-priced options with exercise prices ranging from $0.838 to $2.88 per share were surrendered to the issuer.

All other terms of the repriced options, including vesting schedules and expiration dates through 2036, remain in effect and continue to be tied to Waage’s ongoing service with Gossamer Bio.

Insights

Equity compensation and governance analyst

Large option repricing swaps underwater grants for lower-strike awards.

Gossamer Bio approved a one-time repricing that exchanges executive stock options with exercise prices between $0.838 and $2.88 for options at $0.45. For EVP Christian Waage, this affects 2,065,584 option shares, materially changing the economics of his equity incentives.

The filing states that vesting schedules and terms otherwise remain unchanged, so the main impact is the lower strike price, not additional quantity. This type of repricing can better align incentives if prior grants were deeply underwater, though it also preserves potential dilution that might otherwise have expired unexercised.

Future proxy and compensation disclosures for periods after March 19, 2026 may provide more context on how this repricing fits within the company’s broader pay-for-performance framework and whether similar adjustments were made for other executives under the 2019 Incentive Award Plan.

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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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^*

Christian Waage

(Last) (First) (Middle)

3115 MERRYFIELD ROW, SUITE 120

(Street)

SAN DIEGO CALIFORNIA 92121

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Gossamer Bio, Inc. [ GOSS ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Tech Ops and Admin

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			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)	$2.88	03/19/2026		D(1)			506,250	(2)	01/01/2036	Common Stock	506,250	(1)	0	D
Stock Option (Right to Buy)	$1.13	03/19/2026		D(1)			440,000	(2)	03/03/2035	Common Stock	440,000	(1)	0	D
Stock Option (Right to Buy)	$0.97	03/19/2026		D(1)			375,000	(2)	01/01/2034	Common Stock	375,000	(1)	0	D
Stock Option (Right to Buy)	$0.838	03/19/2026		D(1)			125,000	(2)	11/19/2033	Common Stock	125,000	(1)	0	D
Stock Option (Right to Buy)	$1.21	03/19/2026		D(1)			157,500	(2)	03/19/2033	Common Stock	157,500	(1)	0	D
Stock Option (Right to Buy)	$2.16	03/19/2026		D(1)			157,500	(2)	12/06/2032	Common Stock	157,500	(1)	0	D
Stock Option (Right to Buy)	$1.36	03/19/2026		D(1)			126,667	(2)	01/05/2032	Common Stock	126,667	(1)	0	D
Stock Option (Right to Buy)	$1.36	03/19/2026		D(1)			60,000	(2)	02/25/2031	Common Stock	60,000	(1)	0	D
Stock Option (Right to Buy)	$1.36	03/19/2026		D(1)			47,667	(2)	02/14/2030	Common Stock	47,667	(1)	0	D
Stock Option (Right to Buy)	$1.36	03/19/2026		D(1)			70,000	(2)	03/25/2029	Common Stock	70,000	(1)	0	D
Stock Option (Right to Buy)	$0.45	03/19/2026		A(1)		506,250		(2)	01/01/2036	Common Stock	506,250	(1)	506,250	D
Stock Option (Right to Buy)	$0.45	03/19/2026		A(1)		440,000		(2)	03/03/2035	Common Stock	440,000	(1)	440,000	D
Stock Option (Right to Buy)	$0.45	03/19/2026		A(1)		375,000		(2)	01/01/2034	Common Stock	375,000	(1)	375,000	D
Stock Option (Right to Buy)	$0.45	03/19/2026		A(1)		125,000		(2)	11/19/2033	Common Stock	125,000	(1)	125,000	D
Stock Option (Right to Buy)	$0.45	03/19/2026		A(1)		157,500		(2)	03/19/2033	Common Stock	157,500	(1)	157,500	D
Stock Option (Right to Buy)	$0.45	03/19/2026		A(1)		157,500		(2)	12/06/2032	Common Stock	157,500	(1)	157,500	D
Stock Option (Right to Buy)	$0.45	03/19/2026		A(1)		126,667		(2)	01/05/2032	Common Stock	126,667	(1)	126,667	D
Stock Option (Right to Buy)	$0.45	03/19/2026		A(1)		60,000		(2)	02/25/2031	Common Stock	60,000	(1)	60,000	D
Stock Option (Right to Buy)	$0.45	03/19/2026		A(1)		47,667		(2)	02/14/2030	Common Stock	47,667	(1)	47,667	D
Stock Option (Right to Buy)	$0.45	03/19/2026		A(1)		70,000		(2)	03/25/2029	Common Stock	70,000	(1)	70,000	D

Explanation of Responses:

1. Effective as of March 19, 2026 (the "Repricing Date"), the Issuer approved a one-time repricing of certain outstanding stock options (the "Repriced Options") granted under the Issuer's 2019 Incentive Award Plan (the "2019 Plan"), which reduced the per share exercise price of each Repriced Option to $0.45 (the "Option Repricing"). Except as modified by the Option Repricing, all other terms and conditions of the Repriced Options, including, without limitation, any provisions with respect to vesting and term of the Repriced Options, remain in full force and effect.

2. This stock option award was issued pursuant to the 2019 Plan and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form 4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date.

Remarks:

	/s/ Jeff Boerneke, Attorney-in-Fact	03/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Gossamer Bio EVP Christian Waage report on this Form 4 for GOSS?

Christian Waage reported a one-time repricing of his Gossamer Bio stock options. Higher-priced options were surrendered, and new options with a $0.45 exercise price were granted, keeping existing vesting schedules and terms in place under the 2019 Incentive Award Plan.

How many Gossamer Bio option shares were repriced for EVP Christian Waage?

The filing shows option grants at a $0.45 exercise price covering an aggregate of 2,065,584 shares. An equal number of previously outstanding options with higher exercise prices were concurrently surrendered to the issuer as part of the one-time repricing.

What is the new exercise price of Christian Waage’s Gossamer Bio options?

Following the one-time repricing, Christian Waage’s affected Gossamer Bio options now carry an exercise price of $0.45 per share. Previously, these options had exercise prices ranging from $0.838 to $2.88 per share before the repricing took effect.

Did the vesting terms change in the Gossamer Bio option repricing for GOSS?

No, the filing states that only the exercise price was modified. All other terms of the repriced options, including vesting schedules and option terms, remain in full force and effect, subject to Christian Waage’s continued service with Gossamer Bio.

When did Gossamer Bio’s one-time option repricing for Christian Waage become effective?

The option repricing became effective on March 19, 2026, designated as the “Repricing Date.” On that date, higher-priced options were canceled and replacement options at $0.45 per share were granted under the company’s 2019 Incentive Award Plan.

What types of option transactions are shown in this Gossamer Bio Form 4?

The Form 4 reports both grants/acquisitions of stock options with a $0.45 exercise price and dispositions to the issuer of older stock options with higher exercise prices. These transactions collectively implement the one-time option repricing for Christian Waage.