Janux Therapeutics (JANX) details RSU and stock option grants to RA Capital–linked entities
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Janux Therapeutics, Inc. reported insider-related equity awards linked to RA Capital–associated entities. An arrangement for Dr. Jake Simson includes a grant of 5,500 restricted stock units (RSUs), each representing one share of common stock, and 15,500 stock options with a $13.66 exercise price. The RSUs vest on the earlier of June 11, 2027 or the next annual stockholder meeting, subject to Dr. Simson’s continuous service, while the options vest in equal monthly installments over the 12 months following June 11, 2026 and in any case by the next annual meeting. Dr. Simson holds these awards for the benefit of RA Capital funds, must deliver any net shares or cash to the adviser to offset advisory fees, and the reporting persons disclaim beneficial ownership except for any pecuniary interest.
Positive
- None.
Negative
- None.
Insights
Filing shows routine equity awards tied to RA Capital–related entities, with limited direct market signal.
The transactions reflect equity compensation rather than open-market buying or selling. Dr. Jake Simson received 5,500 RSUs and 15,500 stock options with a $13.66 exercise price, all linked to his service and vesting schedules.
Footnotes explain that Dr. Simson holds these awards for the benefit of RA Capital funds and must remit net value to the adviser, which then offsets advisory fees. The reporting persons explicitly disclaim beneficial ownership beyond their pecuniary interest, reducing the personal directional signal typically associated with insider trades.
The filing also shows existing indirect holdings of common stock through affiliated funds, but there are no open-market purchases or sales in this excerpt. Overall, this looks like standard board-related compensation and fee-offset mechanics rather than an active change in exposure, so the impact on an investment thesis is limited.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, RA Capital Nexus Fund II, L.P., Kolchinsky Peter, Shah Rajeev M.
Role
null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option (Right to Buy) | 15,500 | $0.00 | -- |
| Grant/Award | Common Stock | 5,500 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 15,500 shares (Indirect, See Footnotes);
Common Stock — 11,750 shares (Indirect, See footnotes)
Footnotes (1)
- Represents the grant of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest on the earlier of (i) June 11, 2027 and (ii) the date of the next annual meeting of the Issuer's stockholders, in each case, subject to Dr. Jake Simson's continuous service on such date. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund II, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. Under Dr. Simson's arrangement with the Adviser, Dr. Simson holds the option and RSU for the benefit of the Fund and the Nexus Fund II. Dr. Simson is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option or settlement of the RSUs, as applicable, which will offset advisory fees owed by the Fund and the Nexus Fund II to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and RSUs and underlying common stock. Held directly by the Fund. Held directly by the Nexus Fund II. The shares subject to the option will vest in equal monthly installments over the 12 months following June 11, 2026, provided that the shares subject to the option will in any case be fully vested on the date of the next annual meeting of the Issuer's stockholders, subject to Dr. Simson's continuous service on each such date.
Key Figures
RSU grant size: 5,500 RSUs
Option grant size: 15,500 options
Option exercise price: $13.66 per share
+5 more
8 metrics
RSU grant size
5,500 RSUs
Each RSU represents one share of common stock granted to Dr. Simson
Option grant size
15,500 options
Stock Option (Right to Buy) linked to Janux common stock
Option exercise price
$13.66 per share
Conversion or exercise price for 15,500 stock options
RSU vesting date
June 11, 2027
RSUs vest on this date or earlier at next annual meeting
Option vesting period
12 months post June 11, 2026
Options vest in equal monthly installments over this period
Option expiration
June 10, 2036
Expiration date for the granted stock options
Indirect holding 1
1,048,406 shares
Indirect common stock holding as of June 11, 2026
Indirect holding 2
10,141,287 shares
Additional indirect common stock holding as of June 11, 2026
Key Terms
restricted stock units ("RSUs"), Stock Option (Right to Buy), pecuniary interest, advisory fees, +2 more
6 terms
restricted stock units ("RSUs") financial
"Represents the grant of restricted stock units ("RSUs"), each of which represents a contingent right..."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Stock Option (Right to Buy) financial
"Stock Option (Right to Buy) with a conversion or exercise price of 13.6600..."
pecuniary interest financial
"disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein"
advisory fees financial
"net cash or stock received ... will offset advisory fees owed by the Fund and the Nexus Fund II to the Adviser"
Advisory fees are payments made to financial advisors or investment managers for guidance, portfolio management, or other services, typically charged as a fixed amount or a percentage of assets under management. They matter because they lower an investor’s net returns—like paying a mechanic to tune a car, you expect better performance, so investors weigh whether the cost is justified by higher returns, better risk control, or convenience.
continuous service financial
"subject to Dr. Jake Simson's continuous service on such date"
beneficial ownership financial
"disclaims beneficial ownership of the option and RSUs and underlying common stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What insider equity awards were reported for Janux Therapeutics (JANX)?
Janux disclosed equity awards linked to RA Capital–associated entities. Dr. Jake Simson received 5,500 restricted stock units and 15,500 stock options at a $13.66 exercise price, tied to his service as a director and subject to specified vesting schedules and continuous service conditions.
How do the RSUs granted in this Janux Therapeutics Form 4 vest?
The 5,500 RSUs vest based on time and the next meeting. They vest on the earlier of June 11, 2027 or the date of the next annual stockholder meeting, provided Dr. Jake Simson continues serving through that date, after which each RSU converts into one share of common stock.
What are the terms of the Janux Therapeutics stock options granted in this filing?
The filing shows 15,500 stock options at a $13.66 exercise price. These options vest in equal monthly installments over 12 months following June 11, 2026, and will in any case be fully vested by the next annual stockholder meeting, with an expiration date in June 2036.
Who ultimately benefits from the Janux equity awards reported for Dr. Simson?
Dr. Simson holds the awards for RA Capital funds’ benefit. Under his arrangement, any net stock or cash from option exercises or RSU settlements must be turned over to the adviser, offsetting advisory fees owed by RA Capital Healthcare Fund and RA Capital Nexus Fund II.
Do RA Capital entities claim beneficial ownership of the Janux securities in this Form 4?
The reporting persons largely disclaim beneficial ownership. RA Capital Management, its general partner, the related funds, and individuals Peter Kolchinsky and Rajeev Shah disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interests in those positions.
Are there open-market purchases or sales of Janux Therapeutics stock in this Form 4?
The excerpt shows grants and holdings, not open-market trades. Reported entries are RSU and option awards plus indirect holdings, with no transactions marked as open-market buys or sells. The focus is on compensation-related grants and existing fund positions.