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

Rhea-AI Filing Summary

Ian Sheffield, a director of Fractyl Health, Inc. (ticker: GUTS), was granted a stock option on 09/02/2025 to purchase 45,000 shares of common stock at an exercise price of $0.9767 per share. The option was awarded under the issuer's non-employee compensation policy in connection with his appointment to the board and vests in three equal annual installments beginning on the first anniversary of the grant, subject to continued board service. The option is exercisable through its 09/01/2035 expiration date. Following the grant, Sheffield beneficially owns 45,000 underlying shares through this option on a direct basis.

Positive

• 45,000-share option grant aligns director incentives with shareholder value creation
• Clear vesting schedule (three annual installments) ties compensation to continued board service
• Reasonable exercise price at $0.9767 and long-term expiration (09/01/2035) gives holder time to exercise

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine non-employee director option grant; modest dilutive effect and standard multi-year vesting.

The grant of a 45,000-share option at an exercise price of $0.9767 is consistent with customary director compensation for early-stage issuers. Vesting in three annual installments aligns incentives with continued service. The option's 10-year term to 09/01/2035 provides a long runway for exercise but also delays potential dilution recognition. No cash proceeds or other transactions are reported. This disclosure is informational and appears non-material to near-term operating results.

Corporate Governance Expert

TL;DR: Compensation follows standard governance practices for non-employee directors; disclosure is complete on vesting and terms.

The Form 4 describes a grant tied to a board appointment and governed by the issuer's non-employee compensation policy, with explicit vesting conditions contingent on continued service. Reporting the option as direct beneficial ownership is appropriate. There are no indications of accelerated vesting, related-party conflicts disclosed, or atypical terms in the provided text.

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

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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^*

Sheffield Ian

(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.
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 transaction did Ian Sheffield report for Fractyl Health (GUTS)?

The Form 4 reports a stock option grant of 45,000 shares granted on 09/02/2025 with an exercise price of $0.9767.

What are the vesting and expiration terms of the option disclosed on Form 4 for GUTS?

The option vests in three annual installments beginning on the first anniversary of the grant and expires on 09/01/2035.

Is the reported beneficial ownership direct or indirect for the GUTS Form 4 filing?

The Form 4 indicates direct beneficial ownership of the option and the underlying 45,000 shares following the grant.

Why was the stock option awarded according to the Form 4 for GUTS?

The explanation states the option was awarded in connection with the Reporting Person's appointment to the issuer's board of directors under the non-employee compensation policy.

Does the Form 4 for GUTS show any cash proceeds from the transaction?

No cash proceeds are reported in the Form 4; the filing documents an award of an option, not an exercised sale or purchase.