HilleVax Form 4: Insider RSU Grant Increases Director Stake

Rhea-AI Filing Summary

On June 23, 2025, HilleVax, Inc. (HLVX) director Julie L. Gerberding filed a Form 4 disclosing receipt of 17,199 Restricted Stock Units (RSUs) granted under the company’s Non-Employee Director Compensation Program. The award vests 100 % on the earlier of the first anniversary of the grant date or a defined Change in Control, contingent upon her continued board service. The RSUs were issued at $0.00 cost, indicating a non-cash, equity-based compensation item. Following the grant, Gerberding’s direct beneficial ownership rose to 59,224 common shares. No sales, option exercises, or other derivative transactions were reported.

Insights

Securities Analyst

TL;DR: Routine RSU grant boosts director stake; limited immediate market impact.

The filing reflects a standard non-cash compensation award to a non-employee director. Although insider ownership climbed to 59,224 shares, the increase stems from company-issued RSUs rather than an open-market purchase, tempering any signaling effect. Vesting terms tie the award to director tenure and potential change-of-control events, aligning incentives but not altering near-term fundamentals. Overall, this is an administrative disclosure with minimal effect on valuation or liquidity.

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^*

Gerberding Julie L.

(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	59,224	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 Julie Gerberding	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

What did HilleVax director Julie Gerberding report in the June 23 2025 Form 4?

She received 17,199 RSUs under the Non-Employee Director Compensation Program at a cost of $0.00.

When will the 17,199 RSUs granted to Gerberding vest?

They vest 100 % on the first anniversary of the grant date or upon a Change in Control, whichever occurs first.

How many HLVX shares does Gerberding own after the reported transaction?

Her direct beneficial ownership increased to 59,224 common shares.

Was any cash exchanged for the RSUs reported in the Form 4?

No. The RSUs were granted at $0.00 per unit as part of equity compensation.

Does the Form 4 indicate any option exercises or stock sales by Gerberding?

No derivative transactions, option exercises, or sales were disclosed in this filing.