HilleVax Director Receives 17k Share RSU Grant in Form 4 Filing

Rhea-AI Filing Summary

HilleVax, Inc. (HLVX) filed a Form 4 disclosing that non-employee director Shelley Chu received 17,199 shares of common stock in the form of Restricted Stock Units (RSUs) on 23 June 2025. The RSUs were awarded under the company’s 2022 Incentive Award Plan as part of the Non-Employee Director Compensation Program. The filing shows the transaction was coded “A” (acquisition) at a price of $0.00, confirming it was a grant rather than an open-market purchase.

The RSUs will vest 100 % on the earlier of (i) the first anniversary of the grant date or (ii) a Change in Control, provided Dr. Chu remains on the board until the applicable vesting date. Following the grant, Dr. Chu’s total beneficial ownership stands at 17,199 shares, held directly. No derivative securities were reported, and there were no dispositions.

The filing is routine director equity compensation, adding a small amount of potential dilution but primarily aligning the director’s interests with shareholders. No cash consideration, purchase of shares, or sales were reported, and the filing contains no financial performance metrics or strategic commentary.

Insights

Securities Analyst

TL;DR – Routine RSU grant to director; neutral impact on valuation and sentiment.

The Form 4 indicates an equity grant of 17,199 RSUs to Director Shelley Chu at no cost. Size is immaterial relative to HLVX’s ~39 million shares outstanding, implying negligible dilution. No insider buying or selling signals were provided, and vesting terms are standard. As such, the filing neither strengthens nor weakens the investment thesis; it simply documents ongoing board compensation practices.

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

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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^*

Chu Shelley

(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'sour board of directors through such vesting dates.

	/s/ Paul Bavier, Attorney-in-Fact for Shelley Chu	06/25/2025
	** 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

How many HLVX shares did Shelley Chu acquire in the latest Form 4?

She received 17,199 RSUs, representing the same number of common shares upon vesting.

Was the transaction a purchase or a grant?

It was a grant under the Non-Employee Director Compensation Program; no cash was paid.

When will the RSUs granted to Shelley Chu vest?

They vest 100 % on the earlier of 23 June 2026 or a Change in Control, subject to continued board service.

What is Shelley Chu’s total beneficial ownership after the transaction?

Following the grant, her reported beneficial ownership is 17,199 directly held shares.

Did the filing report any sales or derivative transactions?

No; the Form 4 lists only the RSU grant and shows no dispositions or derivative security activity.