Galera director reports share conversions and merger

Galera Therapeutics director and 10% owner Nancy T. Chang reported equity restructuring transactions tied to preferred stock and a merger.

Rhea-AI Filing Summary

Galera Therapeutics director and 10% owner Nancy T. Chang reported equity restructuring transactions tied to preferred stock and a merger. On May 15, 2026, 661.309 shares of Series B Preferred Stock were mandatorily converted into 661,309 shares of common stock. After a 1-for-200 reverse stock split and the August 3, 2026 Galera merger, 47,434 common shares and a stock option over 480 shares were disposed to Galera in connection with their conversion into Parent common stock using a 0.7019 Galera Exchange Ratio and a net-exercise formula for in-the-money options.

Insider Trade Summary

661.309 shares exercised/converted

Exercise 4 txns

Insider CHANG NANCY T

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy) F2, F3, F5	480	--	--
Disposition	Common Stock F2, F3, F4	47,434	--	--
Conversion	Series B Preferred Stock F1	661.309	$0.00	$0.00
Conversion	Common Stock F1	661,309	--	--

Holdings After Transaction: Series B Preferred Stock — 0 contracts (Direct); Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (5)

1. F1. On February 12, 2026, Galera Therapeutics, Inc. ("Galera") filed a Certificate of Amendment (the "Amendment") to the Certificate of Designation of Preferences, Rights, and Limitations of Series B Non-Voting Convertible Preferred Stock. The Amendment provided that, in the sole discretion of Galera's board of directors, Galera may elect to convert, in whole or in part, outstanding shares of Series B Non-Voting Convertible Preferred Stock ("Series B Preferred Stock") into a number of shares of Galera common stock calculated based on the Conversion Ratio (defined as 1,000 shares of Galera common stock issuable upon the conversion of each share of Series B Preferred Stock) (a "Mandatory Conversion"). On May 15, 2026, Galera effected a Mandatory Conversion of Series B Preferred Stock, including shares of Series B Preferred Stock held by the Reporting Person. The shares of Series B Preferred Stock had no expiration date.
2. F2. These numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera effected on July 12, 2026.
3. F3. Pursuant to an Agreement and Plan of Merger, dated as of April 14, 2026 (the "Merger Agreement"), by and among Galera, Obsidian Therapeutics, Inc. ("Obsidian"), Gazelle Parent, Inc. ("Parent"), Onyx MergerSub, Inc., a wholly owned subsidiary of Parent ("Obsidian Merger Sub"), and Gazelle Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Galera Merger Sub"), on August 3, 2026, Galera merged with and into Galera Merger Sub, with Galera surviving as a wholly owned subsidiary of Parent (the "Galera Merger"), and Obsidian merged with and into Obsidian Merger Sub, with Obsidian surviving as a wholly owned subsidiary of Parent.
4. F4. At the effective time of the Galera Merger (the "Galera Effective Time"), each outstanding share of Galera common stock (excluding any shares of Galera common stock held by stockholders who had exercised and perfected appraisal rights for such shares) was converted into the right to receive 0.7019 shares of Parent common stock (the "Galera Exchange Ratio").
5. F5. At the Galera Effective Time, each outstanding Galera stock option with an exercise price per share less than $15.62 (each, an "In-the-Money Option"), which was the closing trading price of a share of Galera common stock on the last full trading day on which the Galera common stock was traded prior to the date of the Galera Effective Time, became fully vested and was converted into shares of Parent common stock determined by (i) multiplying the number of shares of Galera common stock underlying the In-the-Money Option by the Galera Exchange Ratio (rounded down to the nearest whole share) then (ii) subtracting the number of shares of Parent common stock with a value equal to the exercise price and withholding taxes each required to be paid with respect to the net exercise of the In-the-Money Option, calculated pursuant to the formula set forth in Section 2.6(i) of the Merger Agreement.

Key Figures

Series B Preferred converted: 661.309 shares Common stock issued from conversion: 661,309 shares Common stock disposed: 47,434 shares +5 more

8 metrics

Series B Preferred converted 661.309 shares Series B Non-Voting Convertible Preferred Stock converted to common on May 15, 2026

Common stock issued from conversion 661,309 shares Galera common stock received upon Mandatory Conversion of Series B Preferred on May 15, 2026

Common stock disposed 47,434 shares Galera common shares reported as dispositions to the issuer on August 3, 2026

Option underlying shares 480 shares Shares of Galera common stock underlying disposed stock option on August 3, 2026

Option exercise price 8.2000 Per-share exercise price of the Galera stock option treated as an In-the-Money Option

Galera Exchange Ratio 0.7019 Parent common shares per Galera common share at the Galera Effective Time

Reverse stock split ratio 1-for-200 Reverse stock split Galera effected on July 12, 2026 used to adjust reported numbers

In-the-money option threshold price $15.62 Closing Galera share price used to define In-the-Money Options at the Galera Effective Time

Key Terms

Mandatory Conversion, Series B Non-Voting Convertible Preferred Stock, 1-for-200 reverse stock split, Agreement and Plan of Merger, +2 more

6 terms

Mandatory Conversion financial

"Galera may elect to convert preferred stock into common shares (a "Mandatory Conversion")."

Mandatory conversion is a rule that forces certain convertible securities—like bonds or preferred shares—to be turned into common stock when specific conditions are met (for example, a date arrives or a price target is hit). For investors this matters because it increases the number of shares outstanding and can dilute existing ownership, shifting value from fixed-income holders into equity holders and changing a company’s risk and return profile, much like an automatic trade that swaps a guaranteed payment for an ownership stake.

Series B Non-Voting Convertible Preferred Stock financial

"Amendment to the Certificate of Designation of Preferences, Rights, and Limitations of Series B Non-Voting Convertible Preferred Stock."

A Series B non-voting convertible preferred stock is a class of company shares that gives holders financial priority—such as fixed dividends and first claim on assets if the company is sold—while not granting voting rights. It can be converted into regular common shares under set conditions, which matters to investors because conversion can increase upside participation but also dilute existing owners; the preference reduces downside risk like a safety buffer.

1-for-200 reverse stock split financial

"Numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera effected on July 12, 2026."

Agreement and Plan of Merger regulatory

"Pursuant to an Agreement and Plan of Merger, dated as of April 14, 2026, by and among Galera and multiple merger subsidiaries."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

In-the-Money Option financial

"Each outstanding Galera stock option with an exercise price per share less than $15.62 (each, an "In-the-Money Option") became fully vested."

Galera Exchange Ratio financial

"Each outstanding share of Galera common stock was converted using the 0.7019 Galera Exchange Ratio."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Galera Therapeutics (GRTX) director Nancy T. Chang report?

Nancy T. Chang reported a Mandatory Conversion of 661.309 Series B Preferred shares into 661,309 common shares on May 15, 2026, and on August 3, 2026, issuer dispositions of 47,434 common shares and a stock option over 480 shares in connection with Galera’s merger.

How were GRTX Series B Preferred shares converted into common stock?

Under a board-authorized Mandatory Conversion, each Series B Preferred share converted at a 1,000:1 ratio into Galera common stock. For Nancy T. Chang, 661.309 preferred shares became 661,309 common shares on May 15, 2026, with no cash exercise price reported.

What were the key terms of the Galera–Obsidian merger affecting GRTX shareholders?

Under the Merger Agreement, Galera merged into a subsidiary of Gazelle Parent, Inc. and Obsidian merged into another subsidiary. At the Galera Effective Time, each Galera common share was converted into the right to receive 0.7019 Parent common shares, the Galera Exchange Ratio.

How did the GRTX reverse stock split affect the share numbers reported?

Reported figures, including the 47,434 common shares and the stock option over 480 shares, were adjusted for a 1-for-200 reverse stock split that Galera effected on July 12, 2026, meaning historical amounts were restated to reflect the post-split share structure.

How were GRTX stock options treated at the Galera merger effective time?

At the Galera Effective Time, each In-the-Money Option with an exercise price below $15.62 became fully vested and was converted into Parent common stock. For Nancy T. Chang, a stock option over 480 shares with an 8.2000 exercise price was disposed to Galera and treated under this net-exercise formula.

What exchange ratio applied to GRTX common shares in the merger?

Each outstanding share of Galera common stock, excluding perfected appraisal shares, was converted into the right to receive 0.7019 shares of Parent common stock. This Galera Exchange Ratio governed how many Parent shares former Galera stockholders received in the combined structure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/05/2026 - 04:23 PM Accepted by SEC EDGAR 08/05/2026 - 04:23 PM Learn about SEC filing dates

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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X

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^*

CHANG NANCY T

(Last) (First) (Middle)

C/O GALERA THERAPEUTICS, INC.

101 LINDENWOOD DRIVE, SUITE 225

(Street)

MALVERN PENNSYLVANIA 19355

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Galera Therapeutics, Inc. [ GRTX ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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
Common Stock	05/15/2026		C		661,309	A	(1)	9,486,852	D
Common Stock	08/03/2026		D		47,434(2)	D	(3)(4)	0	D

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
Series B Preferred Stock	(1)	05/15/2026		C			661.309	(1)	(1)	Common Stock	661,309	$0	0	D
Stock Option (Right to Buy)	$8.2(2)	08/03/2026		D			480(2)	(3)(5)	02/23/2035	Common Stock	480(2)	(3)(5)	0	D

Explanation of Responses:

1. On February 12, 2026, Galera Therapeutics, Inc. ("Galera") filed a Certificate of Amendment (the "Amendment") to the Certificate of Designation of Preferences, Rights, and Limitations of Series B Non-Voting Convertible Preferred Stock. The Amendment provided that, in the sole discretion of Galera's board of directors, Galera may elect to convert, in whole or in part, outstanding shares of Series B Non-Voting Convertible Preferred Stock ("Series B Preferred Stock") into a number of shares of Galera common stock calculated based on the Conversion Ratio (defined as 1,000 shares of Galera common stock issuable upon the conversion of each share of Series B Preferred Stock) (a "Mandatory Conversion"). On May 15, 2026, Galera effected a Mandatory Conversion of Series B Preferred Stock, including shares of Series B Preferred Stock held by the Reporting Person. The shares of Series B Preferred Stock had no expiration date.

2. These numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera effected on July 12, 2026.

3. Pursuant to an Agreement and Plan of Merger, dated as of April 14, 2026 (the "Merger Agreement"), by and among Galera, Obsidian Therapeutics, Inc. ("Obsidian"), Gazelle Parent, Inc. ("Parent"), Onyx MergerSub, Inc., a wholly owned subsidiary of Parent ("Obsidian Merger Sub"), and Gazelle Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Galera Merger Sub"), on August 3, 2026, Galera merged with and into Galera Merger Sub, with Galera surviving as a wholly owned subsidiary of Parent (the "Galera Merger"), and Obsidian merged with and into Obsidian Merger Sub, with Obsidian surviving as a wholly owned subsidiary of Parent.

4. At the effective time of the Galera Merger (the "Galera Effective Time"), each outstanding share of Galera common stock (excluding any shares of Galera common stock held by stockholders who had exercised and perfected appraisal rights for such shares) was converted into the right to receive 0.7019 shares of Parent common stock (the "Galera Exchange Ratio").

5. At the Galera Effective Time, each outstanding Galera stock option with an exercise price per share less than $15.62 (each, an "In-the-Money Option"), which was the closing trading price of a share of Galera common stock on the last full trading day on which the Galera common stock was traded prior to the date of the Galera Effective Time, became fully vested and was converted into shares of Parent common stock determined by (i) multiplying the number of shares of Galera common stock underlying the In-the-Money Option by the Galera Exchange Ratio (rounded down to the nearest whole share) then (ii) subtracting the number of shares of Parent common stock with a value equal to the exercise price and withholding taxes each required to be paid with respect to the net exercise of the In-the-Money Option, calculated pursuant to the formula set forth in Section 2.6(i) of the Merger Agreement.

	/s/ J. Mel Sorensen, Attorney-in-Fact for Nancy T. Chang	08/05/2026
	** Signature of Reporting Person	Date
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* Form 4: SEC 1474 (03-26)