Lexeo (LXEO) Insider Amendment: RSU Tax Sale Clarified, Ownership 220,058

Rhea-AI Filing Summary

Richard N. Townsend, Chief Executive Officer and Director of Lexeo Therapeutics, Inc. (LXEO), amended a Form 4 to correct previously reported insider sales. The amendment states that on 08/18/2025 Townsend disposed of 1,115 shares of Common Stock at a price of $4.668 per share to cover tax obligations arising from the release of restricted stock units (RSUs). After the reported disposition, Townsend beneficially owned 220,058 shares, which include 131,092 RSUs. The amended filing clarifies an earlier filing that had incorrectly reported a disposition of 2,735 shares. The amendment is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Amendment filed to correct prior error, improving disclosure accuracy
• Full disclosure that the sale was to cover tax obligations arising from RSU releases
• Significant retained ownership: 220,058 shares beneficially owned including 131,092 RSUs

Negative

• Insider disposition of 1,115 shares, which reduces the CEO's immediate holdings
• Prior filing error initially overstated disposed shares (2,735 vs. 1,115), indicating a reporting control lapse

Insights

Securities Analyst

TL;DR: CEO sold a small portion of holdings to cover RSU taxes; amendment corrects prior filing error.

The disposition of 1,115 shares at $4.668 each is presented as a sale-to-cover of tax liabilities from RSU vesting rather than an opportunistic cash sale, which is a routine insider event. The post-transaction beneficial ownership of 220,058 shares, including 131,092 RSUs, remains disclosed, preserving transparency about the CEO's economic interest. The amendment correcting an earlier overstatement of disposed shares improves the accuracy of public records but also highlights the importance of precise reporting controls.

Corporate Governance Expert

TL;DR: Amendment demonstrates remediation of a reporting error but confirms an insider disposition for tax purposes.

The filing clarifies that the transaction was a tax-related sale tied to RSU releases, a common practice that typically carries limited governance concern when fully disclosed. The correction from 2,735 to 1,115 shares reduces ambiguity in ownership metrics. The inclusion of signature by an attorney-in-fact indicates the company used authorized representation to file the amendment, which aligns with standard governance processes for timely corrections.

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
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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^*

Townsend Richard Nolan

(Last) (First) (Middle)

C/O LEXEO THERAPEUTICS, INC.

345 PARK AVENUE SOUTH, FLOOR 6

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lexeo Therapeutics, Inc. [ LXEO ]

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)
08/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/20/2025

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	08/18/2025		S(1)		1,115(2)	D	$4.668	220,058(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

Explanation of Responses:

1. Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs").

2. On August 20, 2025, the reporting person filed a Form 4 which inadvertently reported the disposition of 2,735 securities. In fact, as reported in this amendment, the reporting person disposed of 1,115 shares of Common Stock on August 18, 2025.

3. Includes 131,092 Restricted Stock Units.

	/s/ Youjin Choi, Attorney-in-Fact	09/10/2025
	** 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 did Richard N. Townsend disclose in the LXEO Form 4/A?

The amendment reports that on 08/18/2025 Townsend disposed of 1,115 shares at $4.668 per share to cover tax obligations from RSU releases and now beneficially owns 220,058 shares including 131,092 RSUs.

Why was a Form 4 amended for LXEO (Lexeo Therapeutics, Inc.)?

The amendment corrects a prior Form 4 that inadvertently reported the disposition of 2,735 shares; the corrected disposal amount is 1,115 shares.

Did the Form 4/A indicate the reason for the sale of LXEO shares?

Yes. The filing states the sale was a sale to cover tax obligations resulting from the release of restricted stock units (RSUs).

How many LXEO shares does the reporting person own after the transaction?

Following the reported transaction the reporting person beneficially owns 220,058 shares, which include 131,092 restricted stock units.