Galera Therapeutics (GRTX) CAO exits 10,000 stock options in merger

Rhea-AI Filing Summary

Galera Therapeutics, Inc. reports that Chief Accounting Officer Joel F. Sussman disposed of a stock option covering 10,000 shares of common stock at a $4.40 exercise price, leaving no Galera options reported as outstanding. The option figures were adjusted for Galera’s 1-for-200 reverse stock split and the transaction occurred in connection with the August 3, 2026 mergers, under which each Galera share became exchangeable for 0.7019 shares of Parent common stock and in‑the‑money options (exercise price below $15.62) were fully vested and settled in Parent stock, while out‑of‑the‑money options were cancelled without consideration.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sussman Joel F.

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy) F1, F2, F3, F4	10,000	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct)

Footnotes (4)

1. F1. These numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera Therapeutics, Inc. ("Galera") effected on July 12, 2026.
2. F2. 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 (together with the Galera Merger, the "Mergers").
3. F3. At the effective time of the Galera Merger (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 (as defined in Footnote 4) (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.
4. F4. At 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").

Key Figures

Options Disposed: 10,000 shares Exercise Price: $4.40 per share Reverse Stock Split: 1-for-200 +3 more

6 metrics

Options Disposed 10,000 shares Stock option (right to buy) underlying Galera common stock disposed on August 3, 2026

Exercise Price $4.40 per share Conversion or exercise price of the disposed stock option

Reverse Stock Split 1-for-200 Galera reverse stock split effected on July 12, 2026, used to adjust option figures

In-the-Money Threshold $15.62 per share Closing trading price used to define in-the-money options at the Galera Effective Time

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

Option Expiration April 30, 2035 Original expiration date of the disposed stock option prior to merger-related treatment

Key Terms

1-for-200 reverse stock split, Agreement and Plan of Merger, In-the-Money Option, Galera Exchange Ratio

4 terms

1-for-200 reverse stock split financial

"These numbers have been adjusted to reflect the 1-for-200 reverse stock split"

Agreement and Plan of Merger regulatory

"Pursuant to an Agreement and Plan of Merger, dated as of April 14, 2026"

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")"

Galera Exchange Ratio financial

"0.7019 shares of Parent common stock (the "Galera Exchange Ratio")"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/05/2026 - 04:20 PM Accepted by SEC EDGAR 08/05/2026 - 04:19 PM Learn about SEC filing dates

FAQ

What did Galera Therapeutics (GRTX) disclose about Joel F. Sussman’s Form 4 transaction?

Galera disclosed that Chief Accounting Officer Joel F. Sussman disposed of a stock option for 10,000 underlying shares of common stock at a $4.40 exercise price, leaving no Galera options reported as held after the transaction, which occurred in connection with the August 3, 2026 mergers.

How were Galera Therapeutics (GRTX) stock options treated in the August 3, 2026 mergers?

At the Galera Effective Time, each in-the-money option with an exercise price below $15.62 became fully vested and was converted into shares of Parent common stock, determined using the Galera Exchange Ratio and a net exercise formula that accounts for exercise price and required withholding taxes.

What happened to out-of-the-money Galera Therapeutics (GRTX) stock options in the merger?

Each Galera stock option that was not an in-the-money option was cancelled for no consideration at the Galera Effective Time. The company notes these Non-In-the-Money Options, including those held by the reporting person, were exempt from Section 16 reporting and therefore are not included in the Form 4 details.

What reverse stock split did Galera Therapeutics (GRTX) complete before the merger?

Galera completed a 1-for-200 reverse stock split on July 12, 2026. The option share numbers in the Form 4 have been adjusted to reflect this reverse split, so the 10,000 underlying shares shown already incorporate the impact of that corporate action on the option’s terms.

What exchange ratio applied to Galera Therapeutics (GRTX) shares in the merger?

At the Galera Effective Time, each outstanding share of Galera common stock was converted into the right to receive 0.7019 shares of Parent common stock. This Galera Exchange Ratio was also used in calculating how many Parent shares were delivered upon settlement of in-the-money stock options.

Was Joel F. Sussman’s Galera Therapeutics (GRTX) Form 4 transaction under a Rule 10b5-1 plan?

The filing indicates the Rule 10b5-1 checkbox was not marked, and there is no footnote stating the transaction was effected under a trading plan. The reported disposition of the stock option therefore appears as a merger-related event rather than a pre-arranged trading plan transaction.

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

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^*

Sussman Joel F.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026

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)	$4.4(1)	08/03/2026		D			10,000(1)	(2)(3)(4)	04/30/2035	Common Stock	10,000(1)	(2)(3)(4)	0	D

Explanation of Responses:

1. These numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera Therapeutics, Inc. ("Galera") effected on July 12, 2026.

2. 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 (together with the Galera Merger, the "Mergers").

3. At the effective time of the Galera Merger (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 (as defined in Footnote 4) (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.

4. At 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").

Remarks:

At the Galera Effective Time, each outstanding Galera stock option that was not an In-the-Money Option (each, a "Non-In-the-Money Option") was cancelled for no consideration, which cancellation is exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-4(d) and Rule 16b-6(d) thereunder. Accordingly, the Reporting Person's Non-In-the-Money Options that were cancelled in connection with the Mergers are not reported herein.

	/s/ J. Mel Sorensen, Attorney-in-Fact for Joel F. Sussman	08/05/2026
	** 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)