[Form 4] HilleVax, Inc. Insider Trading Activity

HilleVax, Inc. (HLVX) – Form 4 filing dated 25-Jun-2025 Non-employee director Gary Dubin was granted 17,199 Restricted Stock Units (RSUs) on 23-Jun-2025 under HilleVax’s 2022 Incentive Award Plan and director compensation program.

Rhea-AI Filing Summary

HilleVax, Inc. (HLVX) – Form 4 filing dated 25-Jun-2025

Non-employee director Gary Dubin was granted 17,199 Restricted Stock Units (RSUs) on 23-Jun-2025 under HilleVax’s 2022 Incentive Award Plan and director compensation program. The RSUs were reported as an "A" (acquired) transaction at a cost basis of $0.00, increasing Dubin’s directly-held beneficial ownership to 17,199 common shares. Vesting is single-tranche: 100% on the earlier of (i) the first anniversary of grant or (ii) a Change in Control, contingent on continued board service. No derivative securities, sales, or additional purchases were disclosed.

The transaction represents routine annual equity compensation rather than an open-market purchase and therefore has limited immediate valuation impact. However, the grant modestly aligns director incentives with shareholder value and signals no insider selling.

Insights

Equity Compensation Analyst

TL;DR – Routine RSU grant; small ownership rise; negligible market impact.

The filing shows a standard annual equity award to a non-employee director. While any increase in insider ownership is directionally positive for alignment, the 17,199-share grant is modest and carries a 12-month cliff vest. Because the award was not an open-market purchase and cost the director nothing, it does not convey the same bullish signal as a cash buy. From a governance perspective, the structure is typical and keeps HilleVax’s compensation practices in line with peers. I classify the news as neutral/not impactful for investors.

Insider Trade Summary

Grant/Award: 17,199 shares

Grant/Award 1 txn

Insider Dubin Gary

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	17,199	$0.00	$0.00

Holdings After Transaction: Common Stock — 17,199 shares (Direct)

Footnotes (1)

1. F1. The Restricted Stock Units ("RSUs") were granted on June 23, 2025, pursuant to the Registrant's Non-Employee Director Compensation Program. 100% of the total number of RSUs granted shall vest on the first to occur of (i) the first anniversary of the date of grant or (ii) a Change in Control (as defined in the Registrant's 2022 Incentive Award Plan), in each case, subject to the non-employee director continuing in service on the Registrant's board of directors through such vesting date.

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Accepted by SEC EDGAR 06/25/2025 - 04:17 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

OMB Number:			3235-0287
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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^*

Dubin Gary

(Last) (First) (Middle)

C/O HILLEVAX, INC., 321 HARRISON AVE,

SUITE 500

(Street)

BOSTON MA 02118

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HilleVax, Inc. [ HLVX ]

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)
06/23/2025

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
Common Stock	06/23/2025		A		17,199(1)	A	$0.00	17,199	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

Explanation of Responses:

1. The Restricted Stock Units ("RSUs") were granted on June 23, 2025, pursuant to the Registrant's Non-Employee Director Compensation Program. 100% of the total number of RSUs granted shall vest on the first to occur of (i) the first anniversary of the date of grant or (ii) a Change in Control (as defined in the Registrant's 2022 Incentive Award Plan), in each case, subject to the non-employee director continuing in service on the Registrant's board of directors through such vesting date.

	/s/ Paul Bavier, Attorney-in-Fact for Gary Dubin	06/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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