LQDA Insider Filing: Adair Sells 26,057 Shares Under 10b5-1; RSU Vesting Details

Rhea-AI Filing Summary

Insider transactions by Jason Adair, Chief Business Officer of Liquidia Corporation (LQDA). The Form 4 reports vesting and sales of restricted stock units (RSUs) and open-market sales made under Rule 10b5-1 plans. On 07/11/2025 Mr. Adair had 3,906 RSUs converted to common stock. Subsequent sales: 26,057 shares sold on 08/28/2025 at a VWAP of $27.8564 and 451 shares sold on 09/02/2025 at $29.05. A 1,562-share RSU conversion occurred on 08/29/2025. The filing discloses total beneficial ownership adjustments including unvested RSU balances from grants dated 01/11/2023, 07/06/2023, 01/11/2024 and 01/11/2025 and 10,746 shares from the 2020 ESPP; corrected prior filing counts are also noted.

Positive

• Transactions executed under Rule 10b5-1 plans indicate trades were prearranged, reducing insider-trading signaling risk
• Filing corrects prior ownership errors, improving disclosure accuracy
• Detailed RSU vesting schedule disclosure clarifies which grants remain unvested

Negative

• Insider sales of 26,057 shares represent a reduction in beneficial ownership (though size relative to total outstanding shares not provided)
• Multiple prior reporting errors corrected, which may raise procedural questions about earlier filings

Insights

Securities Analyst

TL;DR: Routine insider vesting and preplanned Rule 10b5-1 sales, with corrected ownership figures; limited immediate market implications.

The transactions reflect scheduled RSU vesting and sales executed under Rule 10b5-1 plans, indicating prearranged disposition rather than opportunistic trades. Sales sizes (26,057 and 451 shares) appear modest relative to total reported beneficial ownership (e.g., 172,980 shares after last sale). The filing also corrects previously reported ownership counts, improving record accuracy. Materiality is low absent larger context on outstanding float or executive shareholdings concentration.

Corporate Governance Expert

TL;DR: Governance processes followed: 10b5-1 plans used and corrections filed, showing compliance focus.

Use of two separate Rule 10b5-1 plans (adopted May 29, 2025 and June 13, 2022) for sales demonstrates adherence to pre-established trading plans. The filing includes a transparent explanation for share-withholding to cover taxes on RSU settlement and corrects prior numerical errors in earlier Form 4 filings, which is important for disclosure integrity. No departures from expected insider reporting practices are disclosed.

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^*

Adair Jason

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025

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	07/11/2025		M		3,906(1)	A	(2)	197,086(3)	D
Common Stock	08/28/2025		S(4)		26,057	D	$27.8564(6)	171,029(3)	D
Common Stock	08/29/2025		M		1,562(7)	A	(2)	173,431(3)	D
Common Stock	09/02/2025		S(5)		451(8)	D	$29.05	172,980(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	07/11/2025		M			3,906	(1)	(1)	Common Stock	3,906	$0	23,438	D
Restricted Stock Unit	(1)	08/29/2025		M			1,562	(1)	(1)	Common Stock	1,562	$0	3,125	D

Explanation of Responses:

1. On January 11, 2023, the Reporting Person was granted 62,500 restricted stock units ("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 39,063 have vested as of the date of this Form 4.

2. RSUs convert into common stock on a one-for-one basis.

3. Includes (i) 14,062 unvested restricted stock units ("RSUs") of the 25,000 RSUs granted to the Reporting Person on July 6, 2023, (ii) 24,742 unvested RSUs of the 39,588 RSUs granted to the Reporting Person on January 11, 2024, (iii) 61,895 RSUs granted to the Reporting Person on January 11, 2025, none of which have vested as of the date of this Form 4 and (iv) 10,746 shares acquired under the Liquidia Corporation 2020 Employee Stock Purchase Plan. Prior to this filing, the Reporting Person had (i) 200,116 and 197,540 securities beneficially owned, not the previously erroneously disclosed number of 196,210 and 193,634, respectively, as disclosed in the Reporting Person's Form 4 filed on July 15,2025 in Table I, Column 5 and (ii) 197,086 securities beneficially owned, not the previously erroneously disclosed number of 193,180 as disclosed in the Reporting Person's Form 4 filed on July 30,2025 in Table I, Column 5.

4. Transaction effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on May 29, 2025.

5. Transaction effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on June 13, 2022.

6. Price is the volume weighted average price of all transactions made by the Reporting Person on the transaction date for prices ranging from $27.23 to $28.54. 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. On January 16, 2022, the Reporting Person was granted 25,000 RSUs with 25% vesting on February 28, 2023 and the remaining RSUs vesting ratably on a quarterly basis over three years thereafter. Of those RSUs, a total of 21,875 have vested as of the date of this Form 4.

8. These shares of common stock were sold to cover taxes associated with the settlement of RSUs that were initially granted to the Reporting Person on January 16, 2022.

	/s/ Jason Adair	09/02/2025
	** 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 trades did Jason Adair report on the Form 4 for LQDA?

The Form 4 reports conversion of 3,906 RSUs to common stock on 07/11/2025, sale of 26,057 shares on 08/28/2025 at a VWAP of $27.8564, conversion of 1,562 RSUs on 08/29/2025, and sale of 451 shares on 09/02/2025 at $29.05.

Were the sales part of a 10b5-1 trading plan?

Yes. The 08/28/2025 sale was effected pursuant to a Rule 10b5-1 plan adopted on May 29, 2025, and the 09/02/2025 sale was under a plan adopted on June 13, 2022.

How many shares does Jason Adair beneficially own after these transactions?

After the reported transactions the filing shows 172,980 shares beneficially owned following the 09/02/2025 sale.

What RSU grants and unvested balances are disclosed?

The filing discloses unvested RSUs from grants dated 01/11/2023, 07/06/2023, 01/11/2024, and 01/11/2025, plus 10,746 shares from the 2020 ESPP; specific unvested counts are provided in the explanation section.

Did the Form 4 correct any prior filing mistakes?

Yes. The reporting person corrected previously reported beneficial ownership numbers from earlier Form 4 filings to higher counts (e.g., corrected to 200,116 and 197,540 in one instance).