HCW Biologics (HCWB) director adds common shares and long-dated warrants

Rhea-AI Filing Summary

HCW Biologics Inc. director T. Scott Garrett, through an LLC, reported net buying activity in both common shares and warrants. The LLC acquired 177,936 shares of common stock at $1.405 per share in a private placement directly from the issuer, which the footnote states is exempt from Section 16(b) under Rule 16b-3(d). Following this transaction, indirect holdings of common stock rose to 203,441 shares. The LLC also acquired 177,936 Common Stock Purchase Warrants with an exercise price of $1.28 per share, expiring on November 22, 2031, increasing indirect warrant holdings to 180,628. In total, the filing shows 355,872 shares’ worth of net buy-side exposure added across stock and warrants.

Insights

Equity ownership analyst

Director-linked LLC increases economic stake via stock and long-dated warrants.

The filing shows an LLC associated with director T. Scott Garrett acquiring 177,936 HCW Biologics common shares at $1.405 each in a private placement directly from the company. This is an open-market-type purchase code but structured as issuer-directed financing.

The same LLC also bought 177,936 Common Stock Purchase Warrants with a $1.28 exercise price, expiring on November 22, 2031, lifting its warrant holdings to 180,628. With 203,441 common shares held indirectly after the trade, the transaction increases long-term exposure but the overall significance depends on the company’s total share count, which is not shown in this data.

Insider Trade Summary

Net Buyer: 177,936 shares

Net Buy 2 txns

Insider GARRETT SCOTT T

Role Director

Bought 355,872 shs ($250K)

Type	Security	Shares	Price	Value
Purchase	Common Stock Purchase Warrant	177,936	$0.00	$0.00
Purchase	Common Stock	177,936	$1.405	$250K

Holdings After Transaction: Common Stock Purchase Warrant — 180,628 shares (Indirect, By LLC); Common Stock — 203,441 shares (Indirect, By LLC)

Footnotes (1)

1. F1. The reporting person purchased these shares directly from the issuer in a private placement, which purchase is exempt from Section 16(b) in accordance with Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended.

Key Figures

Common shares purchased: 177,936 shares at $1.405/share Common shares held after: 203,441 shares Warrants purchased: 177,936 warrants +3 more

6 metrics

Common shares purchased 177,936 shares at $1.405/share Private placement on May 22, 2026

Common shares held after 203,441 shares Indirect holdings following transaction

Warrants purchased 177,936 warrants Common Stock Purchase Warrants acquired May 22, 2026

Warrant exercise price $1.28 per share Conversion price for Common Stock Purchase Warrants

Warrants held after 180,628 warrants Indirect warrant holdings following transaction

Net shares exposure added 355,872 shares equivalent Combined common and underlying warrant shares bought

Key Terms

private placement, Section 16(b), Rule 16b-3(d), Common Stock Purchase Warrant

4 terms

private placement financial

"The reporting person purchased these shares directly from the issuer in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Section 16(b) regulatory

"purchase is exempt from Section 16(b) in accordance with Rule 16b-3(d)"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

Rule 16b-3(d) regulatory

"exempt from Section 16(b) in accordance with Rule 16b-3(d) promulgated under the Securities Exchange Act"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

Common Stock Purchase Warrant financial

"security_title": "Common Stock Purchase Warrant""

A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/27/2026 - 07:25 PM Learn about SEC filing dates

FAQ

What did HCWB director T. Scott Garrett report in this Form 4?

He reported that an LLC associated with him acquired 177,936 HCW Biologics common shares at $1.405 each and 177,936 related warrants. These transactions increased the LLC’s indirect holdings in both stock and long-dated warrants of the company.

How many HCWB common shares does the LLC hold after the transactions?

After the reported purchase, the LLC indirectly holds 203,441 shares of HCW Biologics common stock. This figure reflects the position following the 177,936-share private placement acquisition disclosed in the Form 4 filing data.

What warrants linked to HCWB stock were acquired and on what terms?

The LLC acquired 177,936 Common Stock Purchase Warrants, each exercisable into one HCW Biologics share at an exercise price of $1.28. These warrants expire on November 22, 2031, providing long-dated optionality on the stock.

How many HCWB warrants does the LLC hold following this Form 4?

Following the warrant acquisition, the LLC indirectly holds 180,628 Common Stock Purchase Warrants tied to HCW Biologics common stock. Each warrant is exercisable at $1.28 per share and expires on November 22, 2031, according to the filing data.

Was the HCWB share purchase an open-market trade or private placement?

The filing notes the shares were purchased directly from HCW Biologics in a private placement. A footnote states this purchase is exempt from Section 16(b) under Rule 16b-3(d), distinguishing it from ordinary open-market purchases.

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^*

GARRETT SCOTT T

(Last) (First) (Middle)

C/O HCW BIOLOGICS INC.

2929 N. COMMERCE PARKWAY

(Street)

MIRAMAR, FLORIDA 33025

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HCW Biologics Inc. [ HCWB ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

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	05/22/2026		P(1)		177,936	A	$1.405	203,441	I	By LLC

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
Common Stock Purchase Warrant	$1.28	05/22/2026		P(1)		177,936		05/22/2026	11/22/2031	Common Stock	177,936	$0	180,628	I	By LLC

Explanation of Responses:

1. The reporting person purchased these shares directly from the issuer in a private placement, which purchase is exempt from Section 16(b) in accordance with Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended.

	/s/ Nicole Valdivieso, as Attorney-in-Fact for Scott T. Garrett	05/27/2026
	** 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)