STOCK TITAN

Liquidia (NASDAQ: LQDA) CEO sells shares to cover tax obligations

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

Rhea-AI Filing Summary

Liquidia Corp’s Chief Executive Officer and director Roger Jeffs reported equity award vesting and a related stock sale. On January 9, 2026, performance stock units converted into 13,833 and 57,332 shares of common stock, reflecting previously granted PSUs that vest over multi-year schedules. The filing notes that PSUs convert into common stock on a one-for-one basis.

On January 12, 2026, Jeffs sold 66,610 shares of Liquidia common stock at $37.43 per share in a transaction effected under a pre-established Rule 10b5-1 plan. According to the footnotes, these shares were sold to cover taxes tied to the settlement of RSUs and PSUs granted in 2023, 2024 and 2025. After these transactions, he directly held 1,037,528 common shares, with additional indirect holdings through a living trust and Serendipity BioPharma LLC.

Positive

  • None.

Negative

  • None.
Insider JEFFS ROGER
Role Chief Executive Officer
Sold 66,610 shs ($2.49M)
Type Security Shares Price Value
Sale Common Stock 66,610 $37.43 $2.49M
Exercise Performance Stock Units 13,833 $0.00 --
Exercise Performance Stock Units 57,332 $0.00 --
Exercise Common Stock 13,833 $0.00 --
Exercise Common Stock 57,332 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 1,037,528 shares (Direct); Performance Stock Units — 110,669 shares (Direct); Common Stock — 46,595 shares (Indirect, See footnote)
Footnotes (1)
  1. Performance stock units ("PSUs") convert into common stock on a one-for-one basis. On January 11, 2024, the Reporting Person was granted 221,338 PSUs which vest upon the following time-based vesting schedule: 25% of the PSUs shall vest on January 11, 2025 and the remaining PSUs vesting ratably on a quarterly basis over three years thereafter. Of those PSUs, a total of 110,669 have vested as of the date of this Form 4. Includes (i) 72,375 unvested restricted stock units ("RSUs") of the 289,500 RSUs granted to the Reporting Person on January 11, 2023, (ii) 110,669 unvested RSUs of the 221,338 RSUs granted to the Reporting Person on January 11, 2024, (iii) 171,995 unvested RSUs of the 229,327 RSUs granted to the Reporting Person on January 11, 2025 and (iv) 10,696 shares acquired under the Liquidia Corporation 2020 Employee Stock Purchase Plan. On January 11, 2025, the Reporting Person was granted 229,327 PSUs which vest upon the following time-based vesting schedule: 25% of the PSUs shall vest on January 11, 2026 and the remaining PSUs vesting ratably on a quarterly basis over three years thereafter. Of those PSUs, a total of 57,332 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 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. 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. 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.
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).
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 NC 27560

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Liquidia Corp [ LQDA ]
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)
01/09/2026
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 01/09/2026 M 13,833(2) A (1) 1,046,806(3) D
Common Stock 01/09/2026 M 57,332(4) A (1) 1,104,138(3) D
Common Stock 01/12/2026 S(5) 66,610(6) D $37.43 1,037,528(3) D
Common Stock 46,595 I See footnote(7)
Common Stock 1,541,667 I See footnote(8)
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
Performance Stock Units (1) 01/09/2026 M 13,833 (1) (1) Common Stock 13,833 $0 110,669 D
Performance Stock Units (1) 01/09/2026 M 57,332 (1) (1) Common Stock 57,332 $0 171,995 D
Explanation of Responses:
1. Performance stock units ("PSUs") convert into common stock on a one-for-one basis.
2. On January 11, 2024, the Reporting Person was granted 221,338 PSUs which vest upon the following time-based vesting schedule: 25% of the PSUs shall vest on January 11, 2025 and the remaining PSUs vesting ratably on a quarterly basis over three years thereafter. Of those PSUs, a total of 110,669 have vested as of the date of this Form 4.
3. Includes (i) 72,375 unvested restricted stock units ("RSUs") of the 289,500 RSUs granted to the Reporting Person on January 11, 2023, (ii) 110,669 unvested RSUs of the 221,338 RSUs granted to the Reporting Person on January 11, 2024, (iii) 171,995 unvested RSUs of the 229,327 RSUs granted to the Reporting Person on January 11, 2025 and (iv) 10,696 shares acquired under the Liquidia Corporation 2020 Employee Stock Purchase Plan.
4. On January 11, 2025, the Reporting Person was granted 229,327 PSUs which vest upon the following time-based vesting schedule: 25% of the PSUs shall vest on January 11, 2026 and the remaining PSUs vesting ratably on a quarterly basis over three years thereafter. Of those PSUs, a total of 57,332 have vested as of the date of this Form 4.
5. Transaction effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on December 15, 2023.
6. These shares 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.
7. 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.
8. 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.
/s/ Roger Jeffs 01/13/2026
** 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 activity did Liquidia (LQDA) report in this Form 4?

The filing shows CEO and director Roger Jeffs had performance stock units convert into common stock and then sold 66,610 shares of Liquidia common stock.

How many Liquidia (LQDA) shares did the CEO sell and at what price?

On January 12, 2026, Roger Jeffs sold 66,610 shares of Liquidia common stock at a price of $37.43 per share.

Why were the Liquidia (LQDA) shares sold by the CEO?

The footnotes state the 66,610 shares were sold to cover taxes associated with the settlement of RSUs and PSUs granted on January 11, 2023, January 11, 2024 and January 11, 2025.

What performance stock unit activity did Liquidia (LQDA) disclose for the CEO?

On January 9, 2026, performance stock units converted into 13,833 and 57,332 shares of common stock, with PSUs converting to common stock on a one-for-one basis.

How many Liquidia (LQDA) shares does the CEO hold after these transactions?

Following the reported transactions, Roger Jeffs directly held 1,037,528 shares of Liquidia common stock, plus additional indirect holdings through a living trust and Serendipity BioPharma LLC.

Were the CEO’s Liquidia (LQDA) share sales under a Rule 10b5-1 plan?

Yes. A footnote states the sale was effected under a Rule 10b5-1 plan adopted by Roger Jeffs on December 15, 2023.