[Form 4] Fractyl Health, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Fractyl Health, Inc. (GUTS) disclosed a Form 4 showing that Christopher Charles Thompson, a newly appointed non-employee director, was granted a stock option on 09/02/2025 for 45,000 shares of common stock with an exercise price of $0.9767. The option vests in three annual installments beginning on the first anniversary of the grant, subject to continued service as a non-employee director, and appears to expire on 09/01/2035. The filing was signed by an attorney-in-fact on behalf of the reporting person on 09/04/2025.

Positive

• Grant of 45,000 stock options to Christopher Charles Thompson documented, showing alignment of director compensation with shareholder interests
• Exercise price disclosed at $0.9767, giving clear terms for the award
• Time-based vesting in three annual installments starting on the first anniversary, which ties compensation to continued service

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant tied to service; aligns incentives without disclosed immediate cash impact.

The Form 4 documents a standard non-employee director award: a 45,000-share option granted at an exercise price of $0.9767 on 09/02/2025. Vesting is time-based over three annual installments contingent on continued board service, which is a common governance practice to align directors with shareholder value over time. The expiration date listed is 09/01/2035, implying a multi-year exercise window. No cash proceeds, immediate exercises, sales, or other derivative transactions are reported. From a governance perspective, this is a routine disclosure that documents compensation and the new director’s economic stake.

Securities Analyst

TL;DR: Transaction is a non-derivative equity grant for board service; it is informational and not a material market-moving event by itself.

The filing records an award rather than a disposition or exercise. The key facts are the grant size (45,000 options), grant date (09/02/2025), and exercise price ($0.9767). Vesting occurs in three annual installments starting one year after grant, per the issuer’s non-employee compensation policy. The report contains no indication of additional compensatory terms, cash payments, or group filings. Given the limited scope and routine nature, this is informational for shareholder ownership and potential future dilution but does not present an immediate change to outstanding common shares as reported here.

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^*

Thompson Christopher Charles

(Last) (First) (Middle)

3 VAN DE GRAAFF DRIVE

SUITE 200

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FRACTYL HEALTH, INC. [ GUTS ]

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)
09/02/2025

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	$0.9767	09/02/2025		A		45,000		(1)	09/01/2035	Common Stock	45,000	$0	45,000	D

Explanation of Responses:

1. The stock option was awarded for the Reporting Person's appointment on the Issuer's board of directors pursuant to the Issuer's non-employee compensation policy. The stock option vests in three annual installments beginning on the first anniversary of the grant in each case subject to continued service on the Issuer's board of directors as a non-employee director through the vesting date.

	/s/ Lisa A. Davidson, Attorney-in-fact	09/04/2025
	** 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.
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FAQ

What did Christopher Charles Thompson receive according to the Form 4 for GUTS?

He was granted a stock option for 45,000 shares of common stock on 09/02/2025 under the issuer's non-employee compensation policy.

What is the exercise price and key dates for the option reported on the Form 4?

The exercise price is $0.9767; the grant date is 09/02/2025 and the filing shows an expiration date of 09/01/2035.

How does the option vest according to the filing?

The option vests in three annual installments beginning on the first anniversary of the grant, subject to continued service as a non-employee director.

Was this Form 4 filed jointly or by one reporting person?

The filing indicates it was a Form filed by one reporting person.

When was the Form 4 signed or submitted?

The signature by attorney-in-fact is dated 09/04/2025.