Larimar Therapeutics (LRMR) CMO receives RSUs and 153,822 options

Rhea-AI Filing Summary

Larimar Therapeutics Chief Medical Officer Clayton Russell received new equity awards. On January 26, 2026, he was granted 25,637 restricted stock units, representing the right to receive an equal number of Larimar common shares at settlement, bringing his directly held common stock to 71,443 shares.

He was also granted stock options for 153,822 shares at an exercise price of $3.60. These options vest 25% on January 26, 2027, with the remaining 75% vesting in equal monthly installments over the following 36 months, contingent on continued service.

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^*

Clayton Russell

(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 Medical 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		25,637(1)	A	$0.00	71,443	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		153,822		(2)	01/26/2036	Common Stock	153,822	$0.00	153,822	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 January 26, 2026?

Larimar Therapeutics reported equity awards to Chief Medical Officer Clayton Russell on January 26, 2026. He received 25,637 restricted stock units and stock options for 153,822 common shares, both recorded at a grant price of $0.00 per unit or option.

How many Larimar Therapeutics (LRMR) shares does the CMO now directly own?

After the reported grant, Chief Medical Officer Clayton Russell directly holds 71,443 shares of Larimar Therapeutics common stock. This total reflects his ownership following the award of 25,637 restricted stock units granted on January 26, 2026, as shown in the Form 4 filing.

What stock options were granted to the Larimar Therapeutics (LRMR) CMO?

Clayton Russell received stock options covering 153,822 Larimar common shares with an exercise price of $3.60. The options were granted on January 26, 2026, with all 153,822 options reported as beneficially owned directly after the transaction in the Form 4 filing.

How do the Larimar Therapeutics (LRMR) CMO’s stock options vest?

The option vests 25% on January 26, 2027, with the remaining 75% vesting in equal monthly installments over the next 36 months. Vesting requires Clayton Russell’s continued service with Larimar Therapeutics through each applicable vesting date, according to the disclosure footnote.

What are the restricted stock units granted to Larimar Therapeutics (LRMR) CMO?

Each restricted stock unit represents a contingent right to receive one share of Larimar common stock. The Form 4 shows 25,637 RSUs granted to Chief Medical Officer Clayton Russell, meaning he may ultimately receive 25,637 common shares upon settlement, subject to RSU terms.

Is the Larimar Therapeutics (LRMR) Form 4 transaction a purchase or an award?

The Form 4 reflects equity awards, not open-market purchases. Both the 25,637 restricted stock units and the 153,822 stock options were reported with a transaction code "A" and a price of $0.00, indicating they were granted as compensation rather than bought for cash.