Form 4: Frohlich Tom reports acquisition/exercise transactions in JBIO

Rhea-AI Filing Summary

Frohlich Tom reported acquisition or exercise transactions in a Form 4 filing for JBIO. The filing lists transactions totaling 551,250 shares. Following the reported transactions, holdings were 472,500 shares.

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

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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^*

Frohlich Tom

(Last) (First) (Middle)

C/O JADE BIOSCIENCES, INC.

221 CRESCENT ST., BLDG. 23, STE. 105

(Street)

WALTHAM MA 02453

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Jade Biosciences, Inc. [ JBIO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		A		78,750(1)	A	$0	86,331(2)	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
Stock Option (Right to Buy)	$14.81	02/12/2026		A		472,500		(3)	02/11/2036	Common Stock	472,500	$0	472,500	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs"). 1/4 of the total number of RSUs granted shall vest on each of the first four anniversaries of February 15, 2026, the vesting commencement date, subject to the Reporting Person's continued service through each vesting date. Each RSU represents a contingent right to receive one share of common stock of the Issuer.

2. Includes 1,581 shares acquired under the Issuer's employee stock purchase plan in December 2025.

3. This option represents a right to purchase shares of the Issuer's common stock, one quarter of which will vest on February 15, 2027, with the remaining three quarters vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

	/s/ Elizabeth Balta, as attorney-in-fact for Tom Frohlich	02/13/2026
	** 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.

FAQ

What insider transaction did Jade Biosciences (JBIO) report for Tom Frohlich?

Jade Biosciences reported equity awards to CEO Tom Frohlich, not open-market trades. He received 78,750 restricted stock units and a stock option for 472,500 shares, both granted on February 12, 2026, as part of his compensation package.

How many Jade Biosciences (JBIO) shares does Tom Frohlich own after this Form 4?

After the reported award, Tom Frohlich beneficially owns 86,331 shares of Jade Biosciences common stock directly. This figure includes 1,581 shares previously acquired under the company’s employee stock purchase plan in December 2025, plus the newly granted restricted stock units.

What are the terms of Tom Frohlich’s stock option grant at Jade Biosciences (JBIO)?

The stock option covers 472,500 shares of Jade Biosciences common stock at a $14.81 exercise price. One quarter vests on February 15, 2027, with the remaining three quarters vesting in equal monthly installments over the following three years, subject to continued service.

How do Tom Frohlich’s restricted stock units in Jade Biosciences (JBIO) vest?

The 78,750 restricted stock units vest in four equal installments. One quarter vests on each of the first four anniversaries of February 15, 2026, the vesting commencement date, provided Tom Frohlich continues serving Jade Biosciences through each scheduled vesting date.

Were Tom Frohlich’s Jade Biosciences (JBIO) equity awards granted at a purchase price?

The Form 4 shows both the 78,750 restricted stock units and the 472,500-share stock option as granted at a per-unit price of $0. The option’s exercise price, which must be paid to buy shares, is set at $14.81 per underlying share.

Are Tom Frohlich’s Jade Biosciences (JBIO) equity awards directly owned?

The filing reports both the restricted stock units and the stock option as directly owned by Tom Frohlich. The ownership code is listed as “D” for direct, and no indirect holding entities or beneficial ownership disclaimers are described in the provided footnotes.