Liquidia (LQDA) CEO’s entity sells 75K shares under 10b5-1 plan
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Liquidia Corp Chief Executive Officer Roger Jeffs reported indirect open‑market sales of 75,000 shares of common stock over three days at volume-weighted average prices of $40.10, $40.78, and $42.09. The Form 4 shows these sales were effected by Serendipity BioPharma LLC, an entity for which Jeffs serves as manager with sole voting and dispositive power, under a Rule 10b5-1 trading plan adopted on November 5, 2025. After the transactions, Serendipity reports holding 1,348,095 Liquidia shares indirectly, a separate living trust reports holding 46,595 shares indirectly, and Jeffs directly holds 1,137,508 shares, while additional unvested RSU awards are also disclosed.
Positive
- None.
Negative
- None.
Insights
CEO’s entity sells 75,000 shares under a pre-set 10b5-1 plan while retaining a large overall stake.
Liquidia’s CEO, Roger Jeffs, reported three indirect open-market sales totaling 75,000 shares of common stock at volume-weighted average prices between $40.10 and $42.09. The shares were sold by Serendipity BioPharma LLC, where Jeffs has sole voting and dispositive power.
A footnote states the transactions were executed pursuant to a Rule 10b5-1 plan adopted on November 5, 2025, indicating the sales were pre-arranged rather than timed opportunistically. The filing also corrects a prior administrative error that had miscounted 91 shares in an earlier Form 4.
Following these sales, Serendipity reports holding 1,348,095 shares indirectly, a living trust holds 46,595 shares indirectly, and Jeffs directly owns 1,137,508 shares, alongside substantial unvested RSU awards. This context suggests the sales represent a minority portion of his total reported economic exposure.
Insider Trade Summary 10b5-1
Net Seller: 75,000 shares ($3,074,300)
Net Sell
5 txns
Insider
JEFFS ROGER
Role
Chief Executive Officer
Sold
75,000 shs ($3.07M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 25,000 | $42.0854 | $1.05M |
| Sale | Common Stock | 25,000 | $40.7829 | $1.02M |
| Sale | Common Stock | 25,000 | $40.1037 | $1.00M |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 1,348,095 shares (Indirect, See footnote);
Common Stock — 1,137,508 shares (Direct, null)
Footnotes (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 amount of securities beneficially owned by the Reporting Person following the transactions reported herein has been corrected due to an administrative error in the Reporting Person's previous Form 4 filed on January 14, 2025, which inadvertently excluded 91 shares of common stock from the sale of shares of common stock that was reported on such 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 $40.00 to $40.32. 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 $40.09 to $41.19. 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 $41.05 to $42.87. 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.
Key Figures
Total shares sold: 75,000 shares
Sale price 5 May 2026: $40.1037/share
Sale price 6 May 2026: $40.7829/share
+5 more
8 metrics
Total shares sold
75,000 shares
Indirect open-market sales reported on Form 4
Sale price 5 May 2026
$40.1037/share
Volume-weighted average price for 25,000-share sale
Sale price 6 May 2026
$40.7829/share
Volume-weighted average price for 25,000-share sale
Sale price 7 May 2026
$42.0854/share
Volume-weighted average price for 25,000-share sale
Indirect holdings via Serendipity
1,348,095 shares
Total Serendipity BioPharma LLC shares after transactions
Indirect holdings via trust
46,595 shares
Shares held by Roger A. Jeffs Living Trust
Direct holdings
1,137,508 shares
Shares directly owned by Roger Jeffs after transactions
Unvested RSUs total disclosed
424,122 RSUs
Sum of unvested RSUs across 2023–2026 grants
Key Terms
Rule 10b5-1 plan, restricted stock units ("RSUs"), volume weighted average price, beneficially owned, +1 more
5 terms
Rule 10b5-1 plan financial
"Transaction effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person"
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 ("RSUs") financial
"Includes (i) 54,281 unvested restricted stock units ("RSUs") of the 289,500 RSUs granted"
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.
volume weighted average price financial
"Price is the volume weighted average price of all transactions made by the Reporting Person"
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.
beneficially owned financial
"The amount of securities beneficially owned by the Reporting Person following the transactions reported herein has been corrected"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
dispositive power financial
"The Reporting Person is a manager of Serendipity and has sole voting and dispositive power"
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.
FAQ
What insider transaction did Liquidia (LQDA) CEO Roger Jeffs report in this Form 4?
Roger Jeffs reported indirect open-market sales of 75,000 Liquidia common shares over three days. The shares were sold by Serendipity BioPharma LLC, an entity he manages, at volume-weighted average prices around the low-$40 range as disclosed in the filing’s transaction details.
What restricted stock unit (RSU) awards for Liquidia (LQDA) does Roger Jeffs disclose?
The filing notes unvested RSUs from several grants: 54,281 from a 2023 grant, 96,835 from a 2024 grant, 157,662 from a 2025 grant, and 115,344 from a 2026 grant. None of these RSUs had vested as of the Form 4’s reporting date, enhancing Jeffs’ future equity alignment.
Did this Liquidia (LQDA) Form 4 correct any prior reporting errors for Roger Jeffs?
Yes. A footnote states the beneficially owned amount was corrected because a previous Form 4 filed January 14, 2025 inadvertently excluded 91 common shares from a reported sale. This filing updates the total to reflect that earlier administrative error and clarifies current holdings.