MAIA (MAIA) Director Awarded 20,946 Immediately-Vesting Options

Rhea-AI Filing Summary

MAIA Biotechnology director Steven M. Chaouki received a grant of 20,946 stock options under the 2021 Equity Incentive Plan. The options are exercisable immediately, vesting 100% on grant, and carry an exercise price of $1.8 per share. The award represents a direct ownership interest of 20,946 shares underlying common stock following the transaction. The options expire ten years from grant and were reported on the required Form 4 filing.

This action increases the director's potential economic exposure to the company’s common stock and creates a near-term option position that could be exercised to acquire shares at the stated exercise price.

Positive

• Immediate vesting aligns the director's economic interest with shareholders by making options exercisable on grant
• Clear disclosure of option count (20,946) and exercise price ($1.8) improves transparency

Negative

• Potential dilution of 20,946 shares if options are exercised
• Immediate vesting reduces retention linkage and may lessen incentives tied to long-term performance

Insights

Corporate Governance Expert

Director grant vests immediately, aligning leadership with shareholder outcomes.

The grant of 20,946 options with immediate vesting gives the director a direct, exercisable equity stake that ties personal compensation to share performance. Immediate vesting is less common than time-based schedules and signals a discretionary, one-time equity award rather than a standard retention schedule.

This structure reduces the typical retention linkage and concentrates alignment on current share value; monitor future disclosures for any additional equity grants or board-level compensation policy updates within the next 12 months.

Compensation & Dilution Analyst

The $1.8 exercise price and 20,946 share underlying amount create modest dilution and potential expense.

Exercisable options at $1.8 imply a defined cost basis for share acquisition and will dilute existing holders if exercised. The total share count impact equals 20,946 shares added if all options are exercised, which is material only relative to the company’s outstanding share base.

Watch for any subsequent exercises or option-related compensation expense in periodic filings over the next reporting cycle to quantify actual dilution and accounting impact.

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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hours per response:			0.5

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^*

CHAOUKI STEVEN M

(Last) (First) (Middle)

444 WEST LAKE STREET, SUITE 1700

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MAIA Biotechnology, Inc. [ MAIA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

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

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 Options	$1.8	10/02/2025		A		20,946		10/02/2025(1)	10/02/2035	Common Stock	20,946	$0	20,946	D

Explanation of Responses:

1. The stock options, granted on October 2, 2025, pursuant to the MAIA Biotechnology, Inc.'s 2021 Equity Incentive Plan, representing the right to buy shares of common stock, vest 100% on the date of the grant and are exercisable beginning as of that date.

	/s/ Steven M. Chaouki	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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.
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FAQ

What did MAIA (MAIA) disclose about Steven M. Chaouki's equity award?

The filing reports a grant of 20,946 stock options that vest 100% on grant and are exercisable immediately at an exercise price of $1.8 per share.

How many shares would be added if Steven Chaouki exercises his options?

If fully exercised, the options would convert into 20,946 shares of common stock, increasing outstanding shares by that amount.

What is the expiration term of the options disclosed in the Form 4?

The options expire ten years after the grant date, making the expiration term 10 years from the grant.

Do the options have time-based vesting?

No. The options vest 100% on the grant date and are exercisable immediately.

Under which plan were the options granted?

The options were granted under the MAIA Biotechnology, Inc. 2021 Equity Incentive Plan.