Lexeo CEO reports tax-related sale; retains 220,058 shares including 131,092 RSUs

Rhea-AI Filing Summary

Lexeo Therapeutics insider transaction: Chief Executive Officer and director Richard Nolan Townsend reported a sale of 2,735 shares of Lexeo Therapeutics common stock on 08/18/2025 at a price of $4.668 per share. The filing states the sale was executed to cover tax obligations related to the release of restricted stock units (RSUs).

After the reported transaction, Townsend beneficially owns 220,058 shares, which the filing notes include 131,092 RSUs. The report was filed as a Form 4 disclosing an individual insider sale described as a tax-withholding disposition of equity awards.

Positive

• Disclosure compliance: The insider filed a Form 4 and explained the sale as a tax-withholding transaction, providing transparency.
• Material retained ownership: Reporting person continues to beneficially own 220,058 shares, maintaining significant alignment with shareholders.

Negative

• Reduction in holdings: 2,735 shares were sold, reducing the reporting person's immediate stake.
• Concentration of RSUs: 131,092 of the reported holdings are RSUs, which may be subject to future vesting and tax events.

Insights

Financial Analyst

TL;DR: Insider sold a small number of shares to cover RSU taxes; holdings remain substantial.

The sale of 2,735 shares at $4.668 per share is identified as a tax-withholding transaction tied to RSU vesting. This type of disposition is routine and typically non-informational regarding company fundamentals because it stems from personal tax obligations rather than a decision about company value. The remaining beneficial ownership of 220,058 shares, including 131,092 RSUs, indicates the reporting person retains significant economic exposure to the issuer.

Corporate Governance Expert

TL;DR: Transaction is a standard insider tax-related sale; disclosure aligns with Section 16 reporting requirements.

The Form 4 documents a sale coded as a tax-covering disposition, which is a transparent and routine compliance action following equity award vesting. From a governance perspective, timely disclosure of the sale and the explicit explanation that it was to cover tax obligations meet insider-reporting expectations. No leadership change or other governance event is 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
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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)

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)		2,735	D	$4.668	220,058(2)	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. Includes 131,092 RSUs.

	/s/ Youjin Choi, Attorney-in-Fact	08/20/2025
	** 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 LXEO insider Richard Nolan Townsend sell and why?

The Form 4 reports a sale of 2,735 shares of Lexeo common stock executed on 08/18/2025 to cover tax obligations related to released RSUs.

At what price were the LXEO shares sold in the transaction?

The reported sale price was $4.668 per share.

How many Lexeo shares does the reporting person own after the sale?

After the transaction, the reporting person beneficially owns 220,058 shares, which include 131,092 RSUs.

Was this transaction an open-market sale or a tax-related disposition?

The filing specifies the sale was a tax-withholding disposition resulting from the release of restricted stock units.

Does the Form 4 indicate any change in the reporting person’s role at Lexeo?

No. The filing continues to identify the reporting person as a director and the Chief Executive Officer; no role changes are disclosed.