Gossamer Bio Insider Gets 115,000-Share Option Grant at Market Price

Rhea-AI Filing Summary

Form 4 filing for Gossamer Bio, Inc. (GOSS) discloses an option grant to director Russell J. Cox on 26 June 2025 (transaction date 25 June 2025).

• Instrument: Non-qualified stock option covering 115,000 common shares.
• Exercise price: $1.36 per share.
• Vesting: 100 % on the earlier of (a) the first anniversary of the 25 June 2025 grant date or (b) the next annual shareholder meeting, contingent on continued board service.
• Expiry: 24 June 2035 (10-year term).
• Ownership after grant: Cox holds 115,000 derivative securities; no change reported in underlying common-stock ownership.
• Purpose: Award issued under the company’s Non-Employee Director Compensation Program; no cash paid for the grant.

The filing represents routine director compensation with limited immediate balance-sheet impact. If exercised, the option would add a modest 115,000 shares to the company’s float, a de minimis level relative to Gossamer Bio’s total shares outstanding.

Positive

• Alignment of interests: Option grant ties director compensation to share price performance, encouraging value creation.

Negative

• Potential dilution: Exercise of 115,000 options will incrementally increase shares outstanding, albeit at a very small scale.

Insights

Securities Analyst

TL;DR: Routine option award to director; negligible dilution; neutral for valuation.

The 115,000-share option grant aligns director incentives with shareholder value but is immaterial versus GOSS’s multi-hundred-million-share base. At a $1.36 strike, the option sits near prevailing market levels, offering upside participation without immediate cash flow effect. No purchase or sale of common stock occurred, so trading signals are limited. Overall, the disclosure is standard governance practice and does not alter the investment thesis.

Corporate Governance Expert

TL;DR: Governance-aligned option grant; standard terms; no red flags.

The filing confirms the board’s non-employee compensation framework: a single-year cliff vest and 10-year life are conventional. Immediate full vesting at the next AGM maintains flexibility while tying service continuity to vesting. The lack of 10b5-1 plan usage suggests the grant is not part of a pre-arranged trading program. From a governance standpoint, transparency is adequate and the compensation magnitude appears reasonable for a NASDAQ-listed biotech of Gossamer’s size.

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
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^*

Cox Russell J.

(Last) (First) (Middle)

3115 MERRYFIELD ROW, SUITE 120

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

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

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)
06/25/2025

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)	$1.36	06/25/2025		A		115,000(1)		(2)	06/24/2035	Common Stock	115,000	$0	115,000	D

Explanation of Responses:

1. Award made pursuant to Non-Employee Director Compensation Program.

2. The entire number of shares subject to this option becomes fully vested and exercisable on the first to occur of (a) the first anniversary of the grant date or (b) the next occurring annual meeting of the Issuer's stockholders, subject to the Reporting Person's continued service on the board of directors of the Issuer through such vesting date.

Remarks:

	/s/ Jeff Boerneke, Attorney-in-Fact	06/26/2025
	** 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 GOSS disclose in the 26 June 2025 Form 4?

The company granted director Russell J. Cox options to purchase 115,000 shares at $1.36 per share.

When do the GOSS options granted to Russell J. Cox vest?

They fully vest on the earlier of the first anniversary of 25 June 2025 or the next annual shareholder meeting.

What is the expiration date of the new GOSS options?

The options expire on 24 June 2035, providing a 10-year exercise window.

Does this Form 4 indicate any sale of GOSS common shares?

No. The filing only reports an option grant; there were no sales or purchases of common stock.

How much potential dilution could occur if the options are exercised?

A total of 115,000 new shares would be issued, a negligible percentage of GOSS’s outstanding shares.