Intensity Therapeutics (INTS) CFO adds 1,093 ESPP shares at discount

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

INTENSITY THERAPEUTICS, INC. Chief Financial Officer Joseph Talamo acquired 1,093 shares of common stock through the company’s Amended and Restated 2024 Employee Stock Purchase Plan. The shares were purchased at $3.485 per share, equal to 85% of the June 30, 2026 closing price, bringing his direct holdings to 2,239 shares after a prior 1-for-25 reverse split adjustment.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Talamo Joseph

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.0001 Par Value	1,093	$3.485	$4K

Holdings After Transaction: Common Stock, $0.0001 Par Value — 2,239 shares (Direct, null)

Footnotes (1)

The Reporting Person is voluntarily reporting the acquisition of shares under the Issuer's Amended and Restated 2024 Employee Stock Purchase Plan (ESPP) in a transaction exempt under Rule 16b-3(c) and Rule 16b-3(d). In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's common stock on June 30, 2026. On February 18, 2026, the Issuer effectuated a 1-for-25 reverse split of the Issuer's common stock resulting in a reduction in the number of shares held by the Reporting Person. In addition, proportionate adjustments were made to the Issuer's outstanding equity awards. Accordingly, all amounts of securities reported in this Form 4 have been adjusted to reflect the 1-for-25 reverse split.

Key Figures

Shares acquired: 1,093 shares Purchase price: $3.485 per share Holdings after transaction: 2,239 shares +2 more

5 metrics

Shares acquired 1,093 shares Common stock acquired via ESPP on June 30, 2026

Purchase price $3.485 per share ESPP purchase price, equal to 85% of June 30, 2026 close

Holdings after transaction 2,239 shares CFO’s direct common stock holdings following the ESPP acquisition

Reverse split ratio 1-for-25 Reverse split effective February 18, 2026; all amounts adjusted

Rule exemption Rule 16b-3(c) and 16b-3(d) Transaction exempt as ESPP acquisition

Key Terms

Amended and Restated 2024 Employee Stock Purchase Plan, ESPP, Rule 16b-3(c), Rule 16b-3(d), +1 more

5 terms

Amended and Restated 2024 Employee Stock Purchase Plan financial

"the acquisition of shares under the Issuer's Amended and Restated 2024 Employee Stock Purchase Plan (ESPP)"

ESPP financial

"shares under the Issuer's Amended and Restated 2024 Employee Stock Purchase Plan (ESPP) in a transaction exempt"

An Employee Stock Purchase Plan (ESPP) is a company program that lets employees buy the company’s shares at a reduced price, usually by setting aside a small portion of their pay over time. It matters to investors because it encourages employees to own part of the business—like giving staff a discounted membership— which can boost commitment and performance, while also potentially increasing the number of shares available and affecting shareholder value.

Rule 16b-3(c) regulatory

"transaction exempt under Rule 16b-3(c) and Rule 16b-3(d)"

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

Rule 16b-3(d) regulatory

"transaction exempt under Rule 16b-3(c) and Rule 16b-3(d)"

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.

1-for-25 reverse split financial

"the Issuer effectuated a 1-for-25 reverse split of the Issuer's common stock"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 04:08 PM Accepted by SEC EDGAR 07/01/2026 - 04:08 PM

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^*

Talamo Joseph

(Last)

(First)

(Middle)

C/O INTENSITY THERAPEUTICS, INC.

1 ENTERPRISE DRIVE, SUITE 430

(Street)

SHELTON

CONNECTICUT

06484

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
INTENSITY THERAPEUTICS, INC. [ INTS ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.0001 Par Value	06/30/2026		A⁽¹⁾	V	1,093	A	$3.485⁽²⁾	2,239⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Reporting Person is voluntarily reporting the acquisition of shares under the Issuer's Amended and Restated 2024 Employee Stock Purchase Plan (ESPP) in a transaction exempt under Rule 16b-3(c) and Rule 16b-3(d).

2. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's common stock on June 30, 2026.

3. On February 18, 2026, the Issuer effectuated a 1-for-25 reverse split of the Issuer's common stock resulting in a reduction in the number of shares held by the Reporting Person. In addition, proportionate adjustments were made to the Issuer's outstanding equity awards. Accordingly, all amounts of securities reported in this Form 4 have been adjusted to reflect the 1-for-25 reverse split.

Remarks:

	/s/ Joseph Talamo	07/01/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did INTENSITY THERAPEUTICS (INTS) report for its CFO?

INTENSITY THERAPEUTICS reported that CFO Joseph Talamo acquired 1,093 shares of common stock. The shares were obtained through the Amended and Restated 2024 Employee Stock Purchase Plan as a compensation-related acquisition rather than an open‑market trade, increasing his directly held stake.

At what price did the INTENSITY THERAPEUTICS CFO acquire ESPP shares?

The CFO acquired 1,093 shares at $3.485 per share. Footnotes explain this price equaled 85% of the closing market price for Intensity Therapeutics common stock on June 30, 2026, reflecting the discount feature of the employee stock purchase plan.

How many INTENSITY THERAPEUTICS shares does the CFO hold after this Form 4?

After this transaction, CFO Joseph Talamo directly holds 2,239 shares of Intensity Therapeutics common stock. The filing notes that all share amounts, including these holdings, were adjusted to reflect a prior 1‑for‑25 reverse stock split implemented on February 18, 2026.

What is the role of the ESPP in the INTENSITY THERAPEUTICS Form 4 filing?

The Form 4 shows shares acquired under the company’s Amended and Restated 2024 Employee Stock Purchase Plan. The acquisition is exempt under Rule 16b‑3(c) and 16b‑3(d), indicating this is a routine, compensation‑related purchase available to eligible employees rather than an open‑market buy.

How did the reverse stock split affect the INTENSITY THERAPEUTICS CFO’s reported shares?

A 1‑for‑25 reverse stock split on February 18, 2026 reduced the CFO’s share count and adjusted outstanding equity awards. The Form 4 states that all reported security amounts, including the 2,239 shares now held, have been restated to reflect this reverse split ratio consistently.