STOCK TITAN

Liquidia (LQDA) CEO sells 75K shares under Rule 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Liquidia Corp Chief Executive Officer Roger Jeffs reported open-market sales of 75,000 shares of Common Stock across three transactions on May 21, 2026, May 22, 2026, and May 26, 2026. The sales were executed at volume-weighted average prices of $61.1264, $61.5222, and $60.3784 per share, respectively, and were carried out pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on November 5, 2025.

The sold shares are reported as indirectly owned through entities including the Roger A. Jeffs Living Trust and Serendipity BioPharma LLC, where Jeffs has voting and dispositive power. After the most recent transaction, indirect holdings are reported at 1,048,095 shares, and a separate direct holding entry on May 21, 2026 shows 1,137,508 shares. Jeffs also holds multiple grants of unvested restricted stock units totaling more than 400,000 RSUs that have not yet vested.

Positive

  • None.

Negative

  • None.

Insights

CEO executes 75,000-share pre-planned sale while retaining large position.

CEO Roger Jeffs reported three open-market sales totaling 75,000 Liquidia shares at prices between about $60 and $62 per share. These transactions are coded as open-market sales and are disclosed as part of his indirect holdings.

A key detail is that the trades were effected under a Rule 10b5-1 trading plan adopted on November 5, 2025, indicating they were pre-scheduled rather than opportunistic. Following the latest sale, Jeffs still reports 1,048,095 indirectly held shares and a separate 1,137,508-share direct position recorded on May 21, 2026, plus substantial unvested RSUs, so the filing shows portfolio diversification rather than a full exit.

Insider JEFFS ROGER
Role Chief Executive Officer
Sold 75,000 shs ($4.58M)
Type Security Shares Price Value
Sale Common Stock 25,000 $60.3784 $1.51M
Sale Common Stock 25,000 $61.5222 $1.54M
Sale Common Stock 25,000 $61.1264 $1.53M
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 1,048,095 shares (Indirect, See footnote); Common Stock — 1,137,508 shares (Direct, null)
Footnotes (1)
  1. Includes (i) 54,281 unvested restricted stock units ("RSUs") of the 289,500 RSUs granted to the Reporting Person on January 11, 2023, (ii) 96,835 unvested RSUs of the 221,338 RSUs granted to the Reporting Person on January 11, 2024, (iii) 157,662 unvested RSUs of the 229,327 RSUs granted to the Reporting Person on January 11, 2025 and (iv) 115,344 RSUs granted to the Reporting Person on January 16, 2026, none of which have vested as of the date of this Form 4. The securities are held by Roger A. Jeffs Living Trust UAD 2/29/2000 (the "Trust"). The Reporting Person is the trustee of the Trust. Transaction effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on November 5, 2025. Price is the volume weighted average price of all transactions made by the Reporting Person on the transaction date for prices ranging from $60.03 to $62.30. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The securities are held by Serendipity BioPharma LLC ("Serendipity"). The Reporting Person is a manager of Serendipity and has sole voting and dispositive power over the Issuer common stock held by Serendipity. Price is the volume weighted average price of all transactions made by the Reporting Person on the transaction date for prices ranging from $60.79 to $62.18. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Price is the volume weighted average price of all transactions made by the Reporting Person on the transaction date for prices ranging from $59.16 to $62.04. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Shares sold May 21, 2026 25,000 shares Open-market sale at $61.1264 per share
Shares sold May 22, 2026 25,000 shares Open-market sale at $61.5222 per share
Shares sold May 26, 2026 25,000 shares Open-market sale at $60.3784 per share
Total shares sold 75,000 shares Three open-market sales in May 2026
Indirect holdings after latest sale 1,048,095 shares Total indirect shares following May 26, 2026 transaction
Direct holdings entry 1,137,508 shares Directly held shares reported as of May 21, 2026
Unvested RSUs 2023 grant 54,281 RSUs From 289,500 RSUs granted January 11, 2023
Unvested RSUs 2026 grant 115,344 RSUs Granted January 16, 2026, none vested yet
Rule 10b5-1 plan regulatory
"Transaction effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on November 5, 2025."
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
restricted stock units financial
"Includes 54,281 unvested restricted stock units ("RSUs") of the 289,500 RSUs granted to the Reporting Person on January 11, 2023"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
volume weighted average price financial
"Price is the volume weighted average price of all transactions made by the Reporting Person on the transaction date"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
dispositive power financial
"The Reporting Person is a manager of Serendipity and has sole voting and dispositive power over the Issuer common stock held by Serendipity."
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
unvested RSUs financial
"115,344 RSUs granted to the Reporting Person on January 16, 2026, none of which have vested as of the date of this Form 4."
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).
X
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*
JEFFS ROGER

(Last)(First)(Middle)
419 DAVIS DRIVE, SUITE 100

(Street)
MORRISVILLE NORTH CAROLINA 27560

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Liquidia Corp [ LQDA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026
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 Stock1,137,508(1)D
Common Stock46,595ISee footnote(2)
Common Stock05/21/2026S(3)25,000D$61.1264(4)1,098,095ISee footnote(5)
Common Stock05/22/2026S(3)25,000D$61.5222(6)1,073,095ISee footnote(5)
Common Stock05/26/2026S(3)25,000D$60.3784(7)1,048,095ISee footnote(5)
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
Explanation of Responses:
1. Includes (i) 54,281 unvested restricted stock units ("RSUs") of the 289,500 RSUs granted to the Reporting Person on January 11, 2023, (ii) 96,835 unvested RSUs of the 221,338 RSUs granted to the Reporting Person on January 11, 2024, (iii) 157,662 unvested RSUs of the 229,327 RSUs granted to the Reporting Person on January 11, 2025 and (iv) 115,344 RSUs granted to the Reporting Person on January 16, 2026, none of which have vested as of the date of this Form 4.
2. The securities are held by Roger A. Jeffs Living Trust UAD 2/29/2000 (the "Trust"). The Reporting Person is the trustee of the Trust.
3. Transaction effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on November 5, 2025.
4. Price is the volume weighted average price of all transactions made by the Reporting Person on the transaction date for prices ranging from $60.03 to $62.30. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The securities are held by Serendipity BioPharma LLC ("Serendipity"). The Reporting Person is a manager of Serendipity and has sole voting and dispositive power over the Issuer common stock held by Serendipity.
6. Price is the volume weighted average price of all transactions made by the Reporting Person on the transaction date for prices ranging from $60.79 to $62.18. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. Price is the volume weighted average price of all transactions made by the Reporting Person on the transaction date for prices ranging from $59.16 to $62.04. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
/s/ Roger Jeffs05/26/2026
** 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)