Larimar Therapeutics (LRMR) grants CFO RSUs and large stock option

Rhea-AI Filing Summary

Larimar Therapeutics reported an equity compensation grant to its Chief Financial Officer, Michael Celano. On January 26, 2026, he received 37,604 shares of Common Stock at a price of $0.00 per share, represented by restricted stock units that each convert into one share upon settlement. Following this award, he beneficially owned 215,785 shares of Common Stock directly. The same day, he was also granted a stock option covering 225,622 shares of Common Stock with a $3.6 exercise price per share. This option vests 25% on January 26, 2027, with the remaining 75% vesting in equal monthly installments over the next 36 months, contingent on his continued service, and expires on January 26, 2036.

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

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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^*

Celano Michael

(Last) (First) (Middle)

C/O LARIMAR THERAPEUTICS, INC.

THREE BALA PLAZA EAST, SUITE 506

(Street)

BALA CYNWYD PA 19004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Larimar Therapeutics, Inc. [ LRMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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	01/26/2026		A		37,604(1)	A	$0.00	215,785	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
Stock Option (Right to Buy)	$3.6	01/26/2026		A		225,622		(2)	01/26/2036	Common Stock	225,622	$0.00	225,622	D

Explanation of Responses:

1. Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement.

2. The option vests 25% on January 26, 2027, with the remaining 75% vesting in equal monthly installments on the last day of each of the 36 calendar months immediately following such date, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date.

	/s/ Jennifer Johansson, Attorney-in-fact	01/27/2026
	** 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).
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FAQ

What insider transaction did Larimar Therapeutics (LRMR) report for its CFO?

Larimar Therapeutics reported that CFO Michael Celano received equity awards on January 26, 2026. He was granted 37,604 restricted stock units of Common Stock and a stock option for 225,622 shares, both recorded at a transaction price of $0.00 per unit.

How many Larimar Therapeutics (LRMR) shares does the CFO own after this Form 4?

After the reported transaction, CFO Michael Celano beneficially owned 215,785 shares of Larimar Therapeutics Common Stock directly. This figure reflects the updated holding amount following the grant of 37,604 restricted stock units reported on January 26, 2026.

What are the key terms of the Larimar Therapeutics (LRMR) stock option granted to the CFO?

The CFO’s stock option covers 225,622 shares of Common Stock with a $3.6 exercise price per share. It was granted on January 26, 2026, and expires on January 26, 2036, providing a long-term right to buy shares at that fixed price.

How does the vesting schedule work for the Larimar Therapeutics (LRMR) CFO’s stock option?

The option vests 25% on January 26, 2027, with the remaining 75% vesting in equal monthly installments over 36 months. Vesting is conditioned on the CFO’s continued service with Larimar Therapeutics through each applicable vesting date.

What is the nature of the restricted stock units granted by Larimar Therapeutics (LRMR)?

Each restricted stock unit represents a contingent right to receive one share of Larimar Therapeutics Common Stock upon settlement. The grant of 37,604 RSUs was recorded at a transaction price of $0.00, reflecting a compensatory equity award to the CFO.

Were the reported Larimar Therapeutics (LRMR) insider holdings direct or indirect?

The Form 4 indicates that both the Common Stock and the stock option are held with direct ownership. The ownership form is listed as “D” for direct, and no separate indirect beneficial ownership entity is specified in the transaction details.