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Janux Therapeutics (JANX) director reports RSU and option awards tied to RA Capital

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Janux Therapeutics director Jake Simson reported equity awards tied to his board service. He received 5,500 restricted stock units, each representing one share of common stock, vesting on the earlier of June 11, 2027 or the next annual stockholder meeting, subject to continuous service. He was also granted options for 15,500 shares at an exercise price of $13.66 per share, vesting in equal monthly installments over the 12 months following June 11, 2026 and fully vested by the next annual meeting, subject to continued service. After these awards, his reported direct common stock holdings total 11,750 shares. Under an arrangement with RA Capital Management, these RSUs and options are held for the benefit of RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund II, L.P., and Simson is obligated to turn over any net stock or cash received, so he disclaims beneficial ownership.

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Insider Simson Jake
Role 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 --
Holdings After Transaction: Stock Option (right to buy) — 15,500 shares (Direct, null); Common Stock — 11,750 shares (Direct, null)
Footnotes (1)
  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 the Reporting Person's continuous service on such date. Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Advisor"), the Reporting Person holds the option and RSUs reported for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund") and the RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). The Reporting Person is obligated to turn over to the Advisor 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 Advisor. The Reporting Person therefore disclaims beneficial ownership of the option and RSUs and underlying common stock. 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 the Reporting Person's continuous service on each such date.
RSU grant 5,500 units Each RSU represents one share of common stock
Option grant size 15,500 shares Stock options on common stock
Option exercise price $13.66 per share Exercise price for 15,500 stock options
Option expiration June 10, 2036 Expiration date of granted stock options
Shares held after transaction 11,750 shares Direct common stock holdings following reported awards
RSU vesting date June 11, 2027 or next annual meeting RSUs vest on earlier of these dates, subject to service
restricted stock units ("RSUs") financial
"Represents the grant of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share"
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.
beneficial ownership financial
"The Reporting Person therefore 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.
advisory fees financial
"which will offset advisory fees owed by the Fund and the Nexus Fund II to the Advisor"
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 the Reporting Person's continuous service on such date"
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SEC Form 4
FORM 4UNITED 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*
Simson Jake

(Last)(First)(Middle)
C/O JANUX THERAPEUTICS, INC.
10955 VISTA SORRENTO PARKWAY, SUITE 200

(Street)
SAN DIEGO CALIFORNIA 92130

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Janux Therapeutics, Inc. [ JANX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/11/2026A5,500(1)A$011,750D(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)$13.6606/11/2026A15,500 (3)06/10/2036Common Stock15,500$015,500D(2)
Explanation of Responses:
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 the Reporting Person's continuous service on such date.
2. Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Advisor"), the Reporting Person holds the option and RSUs reported for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund") and the RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). The Reporting Person is obligated to turn over to the Advisor 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 Advisor. The Reporting Person therefore disclaims beneficial ownership of the option and RSUs and underlying common stock.
3. 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 the Reporting Person's continuous service on each such date.
/s/ James Pennington, Attorney-in-Fact06/12/2026
** Signature of Reporting PersonDate
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)

FAQ

What equity awards did Janux Therapeutics (JANX) director Jake Simson report?

Jake Simson reported a grant of 5,500 restricted stock units and stock options for 15,500 shares at a $13.66 exercise price. Both awards relate to his board service and follow specified vesting schedules tied to future dates and continued service.

How do the RSUs granted to Jake Simson at Janux Therapeutics (JANX) vest?

The 5,500 RSUs vest on the earlier of June 11, 2027 or the date of the next annual stockholder meeting. Vesting requires Simson’s continuous service through that date, meaning he must remain in his role until the vesting trigger occurs.

What are the terms of the stock options granted to Jake Simson at Janux Therapeutics (JANX)?

Simson received options for 15,500 shares of common stock at a $13.66 exercise price, expiring June 10, 2036. The options vest in equal monthly installments over 12 months after June 11, 2026, and will be fully vested by the next annual stockholder meeting.

Does Jake Simson personally benefit from the Janux Therapeutics (JANX) RSU and option grants?

According to the disclosure, Simson holds the RSUs and options for the benefit of RA Capital Healthcare Fund and RA Capital Nexus Fund II. He must turn over any net stock or cash received, offsetting advisory fees, and therefore disclaims beneficial ownership.

What are Jake Simson’s reported Janux Therapeutics (JANX) share holdings after these transactions?

Following the reported grants, Simson’s direct holdings in Janux Therapeutics common stock total 11,750 shares. This figure reflects the position reported in the filing after the RSU and option awards were recorded for his board-related compensation.

How is RA Capital Management involved in Jake Simson’s Janux Therapeutics (JANX) awards?

The awards are subject to an arrangement with RA Capital Management. Simson holds the RSUs and options for the benefit of RA Capital Healthcare Fund and RA Capital Nexus Fund II and must deliver net proceeds, which reduce advisory fees owed to RA Capital.