Lexeo (LXEO) Form 4: CFO Receives RSUs and $4.79 Strike Options

Rhea-AI Filing Summary

Louis Edward Tamayo, Chief Financial Officer of Lexeo Therapeutics, acquired equity awards in the issuer. The Form 4 reports receipt of 45,000 restricted stock units (RSUs), each convertible into one share, and a stock option to purchase 280,000 shares at an exercise price of $4.79 per share. The RSUs carry no cash price and vest over time: 25% vest on August 15, 2026, with the remainder vesting in periodic installments thereafter under the company’s standard schedule. The option has a 10-year contractual term expiring August 28, 2035, with 25% of the option shares vesting on August 15, 2026, and the rest vesting monthly in equal installments thereafter, all subject to continued service. After these reported transactions, the filing shows 45,000 shares beneficially owned from RSUs and 280,000 option shares outstanding.

Positive

• Significant equity alignment: CFO received 45,000 RSUs and a 280,000-share option, aligning management incentives with shareholders
• Retention-focused vesting: Initial 25% vesting plus subsequent installments encourage continued service through vesting periods

Negative

• Potential dilution: Settlement of RSUs and exercise of 280,000 options will increase outstanding shares if fully realized
• Service-only vesting: Awards vest based on continued service with no disclosed performance conditions in this filing

Insights

Compensation Analyst

TL;DR Significant option and RSU grants align CFO pay with long-term shareholder outcomes but create potential near-term dilution.

The award package—45,000 RSUs plus a 280,000-share option at a $4.79 strike—is structured with multi-year vesting and a 10-year option term, common for executive retention and performance alignment. The RSUs convert to common stock at no cash cost, increasing direct equity stake upon vesting. The option’s exercise price is fixed at $4.79 and will only yield value if the market price exceeds that level. Vesting cliffs (25% initial vesting) plus ongoing installments encourage retention through 2026 and beyond. For investors, the material elements are award size, vesting schedule, and strike price relative to market levels.

Corporate Governance Expert

TL;DR Grants follow standard governance practice for executive compensation but warrant monitoring for dilution and incentive alignment.

The filing documents time-based equity awards granted to the CFO with explicit vesting mechanics: an initial 25% vesting event and subsequent periodic vesting. These provisions tie executive continued service to equity transfer, which supports retention. The existence of a large option position (280,000 shares) could be dilutive when exercised; disclosure does not indicate performance conditions beyond service. Investors should note the clear service-based vesting and the potential for future share issuance upon RSU settlement or option exercise.

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^*

Tamayo Louis Edward

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		A		45,000(1)	A	$0	45,000(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
Stock Option (right to buy)	$4.79	08/29/2025		A		280,000		(3)	08/28/2035	Common Stock	280,000	$0	280,000	D

Explanation of Responses:

1. The reported securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock of the Issuer. Twenty-five percent (25%) of the RSUs shall vest on August 15, 2026, and 1/16th of the RSUs shall vest in quarterly installments thereafter on the Issuer's standard quarterly vesting dates, subject to the Reporting Person's continued service through each applicable vesting date.

2. The reported securities are RSUs.

3. 25% of the shares underlying the option vest and become exercisable on August 15, 2026, and 1/48th of the shares underlying the option shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service.

	/s/ Youjin Choi, Attorney-in-Fact	09/03/2025
	** 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 equity awards did Lexeo (LXEO) CFO Louis Tamayo receive?

The CFO was granted 45,000 restricted stock units (RSUs) and a stock option to purchase 280,000 shares at an exercise price of $4.79 per share.

When do the RSUs and options vest for the LXEO CFO?

Both awards have an initial vesting of 25% on August 15, 2026; RSUs vest quarterly thereafter under the company’s standard schedule and option shares vest monthly thereafter until fully vested.

What is the exercise price and term of the option reported for LXEO?

The option exercise price is $4.79 and the option has an expiration date of August 28, 2035, giving a 10-year term from the reported transaction.

How many shares does the filing show as beneficially owned after the transaction?

The filing reports 45,000 shares from RSUs and 280,000 option shares beneficially owned following the reported transactions.

Are the RSUs priced or do they require payment to receive shares?

The RSUs are reported with a price of $0, indicating they convert to common stock without a cash purchase price upon vesting.