Liquidia (LQDA) CBO logs tax-cover share sale after RSU, PSU vesting

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Liquidia Corp Chief Business Officer Jason Adair reported an open-market sale of 7,301 shares of common stock at $38.37 per share on April 13, 2026. Following this sale, he directly holds 215,426 common shares.

On April 10, 2026, Adair also exercised and settled equity awards, with 3,906 restricted stock units and a total of 6,342 performance stock units converting into the same number of common shares at a $0.00 exercise price. A footnote states the sale was made under a Rule 10b5-1 trading plan and that the shares sold were used to cover taxes tied to RSU and PSU settlements granted in 2023, 2024, and 2025, indicating a largely routine, compensation-related transaction.

Insider Trade Summary 10b5-1

Net Seller: 7,301 shares ($280,139)

Net Sell 7 txns

Insider Adair Jason

Role Chief Business Officer

Sold 7,301 shs ($280K)

Type	Security	Shares	Price	Value
Sale	Common Stock	7,301	$38.37	$280K
Exercise	Restricted Stock Units	3,906	$0.00	--
Exercise	Performance Stock Units	2,474	$0.00	--
Exercise	Performance Stock Units	3,868	$0.00	--
Exercise	Common Stock	3,906	$0.00	--
Exercise	Common Stock	2,474	$0.00	--
Exercise	Common Stock	3,868	$0.00	--

Holdings After Transaction: Common Stock — 215,426 shares (Direct); Restricted Stock Units — 11,719 shares (Direct); Performance Stock Units — 17,320 shares (Direct)

Footnotes (1)

Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. On January 11, 2023, the Reporting Person was granted 62,500 RSUs with 25% of the RSUs vesting on January 11, 2024 and the remaining RSUs vesting ratably on a quarterly basis over three years thereafter. Of those RSUs, a total of 50,781 have vested as of the date of this Form 4. Includes (i) 9,375 unvested RSUs of the 25,000 RSUs granted to the Reporting Person on July 6, 2023, (ii) 17,320 unvested RSUs of the 39,588 RSUs granted to the Reporting Person on January 11, 2024, (iii) 42,553 unvested RSUs of the 61,895 RSUs granted to the Reporting Person on January 11, 2025, (iv) 27,683 RSUs granted to the Reporting Person on January 16, 2026, none of which have vested as of the date of this Form 4 and (v) 12,023 shares acquired under the Liquidia Corporation 2020 Employee Stock Purchase Plan. Performance stock units ("PSUs") convert into common stock on a one-for-one basis. On January 11, 2024, the Reporting Person was granted 39,588 PSUs which vest upon the following time-based vesting schedule: 25% of the PSUs shall vest on January 11, 2025 and the remaining PSUs shall vest ratably on a quarterly basis over three years thereafter. Of those PSUs, a total of 22,268 have vested as of the date of this Form 4. On January 11, 2025, the Reporting Person was granted 61,895 PSUs which vest upon the following time-based vesting schedule: 25% of the PSUs shall vest on January 11, 2026 and the remaining PSUs shall vest ratably on a quarterly basis over three years thereafter. Of those PSUs, a total of 19,342 have vested as of the date of this Form 4. Transaction effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on December 15, 2023. These shares of common stock were sold to cover taxes associated with the settlement of RSUs and PSUs that were initially granted to the Reporting Person on January 11, 2023, January 11, 2024 and January 11, 2025.

Key Figures

Shares sold: 7,301 shares Sale price: $38.37/share Common shares held after: 215,426 shares +4 more

7 metrics

Shares sold 7,301 shares Open-market sale of common stock at $38.37 on April 13, 2026

Sale price $38.37/share Price for 7,301 common shares sold on April 13, 2026

Common shares held after 215,426 shares Direct holdings of common stock following reported transactions

RSUs converted 3,906 units Restricted stock units converting into common stock on April 10, 2026

PSUs converted (grant 1) 2,474 units Performance stock units converting into common stock on April 10, 2026

PSUs converted (grant 2) 3,868 units Additional performance stock units converting into common stock on April 10, 2026

Total derivative exercises 10,248 shares Aggregate RSUs and PSUs converting into common stock per transaction summary

Key Terms

Restricted stock units ("RSUs"), Performance stock units ("PSUs"), Rule 10b5-1 plan, Liquidia Corporation 2020 Employee Stock Purchase Plan

4 terms

Restricted stock units ("RSUs") financial

"Restricted stock units ("RSUs") convert into common stock on a one-for-one basis."

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.

Performance stock units ("PSUs") financial

"Performance stock units ("PSUs") convert into common stock on a one-for-one basis."

Rule 10b5-1 plan regulatory

"Transaction effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on December 15, 2023."

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.

Liquidia Corporation 2020 Employee Stock Purchase Plan financial

"Includes ... 12,023 shares acquired under the Liquidia Corporation 2020 Employee Stock Purchase Plan."

Form 4 Insider Transactions: What Each Field Means →

04/14/2026 - 05:07 PM

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

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^*

Adair Jason

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/10/2026		M		3,906⁽²⁾	A	⁽¹⁾	216,385⁽³⁾	D
Common Stock	04/10/2026		M		2,474⁽⁵⁾	A	⁽⁴⁾	218,859⁽³⁾	D
Common Stock	04/10/2026		M		3,868⁽⁶⁾	A	⁽⁴⁾	222,727⁽³⁾	D
Common Stock	04/13/2026		S⁽⁷⁾		7,301⁽⁸⁾	D	$38.37	215,426⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/10/2026		M			3,906	⁽¹⁾	⁽¹⁾	Common Stock	3,906	$0	11,719	D
Performance Stock Units	⁽⁴⁾	04/10/2026		M			2,474	⁽⁴⁾	⁽⁴⁾	Common Stock	2,474	$0	17,320	D
Performance Stock Units	⁽⁴⁾	04/10/2026		M			3,868	⁽⁴⁾	⁽⁴⁾	Common Stock	3,868	$0	42,553	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.

2. On January 11, 2023, the Reporting Person was granted 62,500 RSUs with 25% of the RSUs vesting on January 11, 2024 and the remaining RSUs vesting ratably on a quarterly basis over three years thereafter. Of those RSUs, a total of 50,781 have vested as of the date of this Form 4.

3. Includes (i) 9,375 unvested RSUs of the 25,000 RSUs granted to the Reporting Person on July 6, 2023, (ii) 17,320 unvested RSUs of the 39,588 RSUs granted to the Reporting Person on January 11, 2024, (iii) 42,553 unvested RSUs of the 61,895 RSUs granted to the Reporting Person on January 11, 2025, (iv) 27,683 RSUs granted to the Reporting Person on January 16, 2026, none of which have vested as of the date of this Form 4 and (v) 12,023 shares acquired under the Liquidia Corporation 2020 Employee Stock Purchase Plan.

4. Performance stock units ("PSUs") convert into common stock on a one-for-one basis.

5. On January 11, 2024, the Reporting Person was granted 39,588 PSUs which vest upon the following time-based vesting schedule: 25% of the PSUs shall vest on January 11, 2025 and the remaining PSUs shall vest ratably on a quarterly basis over three years thereafter. Of those PSUs, a total of 22,268 have vested as of the date of this Form 4.

6. On January 11, 2025, the Reporting Person was granted 61,895 PSUs which vest upon the following time-based vesting schedule: 25% of the PSUs shall vest on January 11, 2026 and the remaining PSUs shall vest ratably on a quarterly basis over three years thereafter. Of those PSUs, a total of 19,342 have vested as of the date of this Form 4.

7. Transaction effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on December 15, 2023.

8. These shares of common stock were sold to cover taxes associated with the settlement of RSUs and PSUs that were initially granted to the Reporting Person on January 11, 2023, January 11, 2024 and January 11, 2025.

	/s/ Jason Adair	04/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Liquidia (LQDA) Chief Business Officer Jason Adair report in this Form 4?

Jason Adair reported selling 7,301 Liquidia common shares and receiving shares from vested RSUs and PSUs. The transactions reflect routine equity compensation settlement and a related tax-cover sale rather than a large discretionary portfolio shift.

How many Liquidia (LQDA) shares did Jason Adair sell and at what price?

He sold 7,301 shares of Liquidia common stock at an average price of $38.37 per share. According to the filing, these shares were sold to cover taxes arising from recent RSU and PSU settlements tied to prior equity grants.

How many Liquidia (LQDA) shares does Jason Adair hold after these transactions?

After the reported transactions, Jason Adair directly holds 215,426 shares of Liquidia common stock. This post-transaction balance shows that he retains a substantial equity position in the company despite the relatively small tax-related sale.

What equity awards vested for Jason Adair at Liquidia (LQDA)?

The filing shows 3,906 restricted stock units and a total of 6,342 performance stock units converting into common stock. These awards stem from grants made in 2023, 2024 and 2025 and vest on defined time-based schedules described in the footnotes.

Was Jason Adair’s Liquidia (LQDA) stock sale part of a pre-planned program?

Yes. A footnote states the sale was effected under a Rule 10b5-1 trading plan adopted on December 15, 2023. Such plans schedule trades in advance, making the timing less indicative of Adair’s short-term view of the stock.

Why were some Liquidia (LQDA) shares sold in connection with RSUs and PSUs?

The filing notes the 7,301 shares of common stock were sold to cover taxes from the settlement of RSUs and PSUs granted in 2023, 2024 and 2025. Using shares to satisfy tax obligations is a common feature of equity compensation programs.