STOCK TITAN

Pliant Therapeutics (NASDAQ: PLRX) CFO swaps options for $1.33 exercise grants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PLIANT THERAPEUTICS, INC. Chief Financial Officer Keith Lamont Cummings reported an option repricing approved by the board on April 17, 2026. Existing stock options granted on or before March 1, 2025 were cancelled and replaced, share-for-share, with new options at an exercise price of $1.33 per share.

The repriced options keep their original vesting schedules and updated expiration dates as previously reported. During a defined Retention Period starting April 17, 2026, any repriced option exercised will revert to its original higher exercise price, and the options can also revert if certain termination or resignation conditions occur.

Positive

  • None.

Negative

  • None.

Insights

Routine option repricing for PLRX CFO with no net share change.

The CFO exchanged multiple existing stock option grants for new options with a lower $1.33 exercise price on a one-for-one basis. Each disposition to the issuer of an old grant was matched by an equal-sized new grant, leaving the number of option shares unchanged.

The repricing applies to options originally granted on or before March 1, 2025 and keeps prior vesting terms. Footnotes state options can revert to their original exercise price if exercised or if specific employment events occur during the Retention Period starting on April 17, 2026, making this a compensation structure change rather than a cash transaction.

Insider Cummings Keith Lamont
Role Chief Financial Officer
Type Security Shares Price Value
Disposition Stock Option (Right to Buy) 76,047 $0.00 --
Grant/Award Stock Option (Right to Buy) 76,047 $0.00 --
Disposition Stock Option (Right to Buy) 18,198 $0.00 --
Grant/Award Stock Option (Right to Buy) 18,198 $0.00 --
Disposition Stock Option (Right to Buy) 74,250 $0.00 --
Grant/Award Stock Option (Right to Buy) 74,250 $0.00 --
Disposition Stock Option (Right to Buy) 124,000 $0.00 --
Grant/Award Stock Option (Right to Buy) 124,000 $0.00 --
Disposition Stock Option (Right to Buy) 76,200 $0.00 --
Grant/Award Stock Option (Right to Buy) 76,200 $0.00 --
Disposition Stock Option (Right to Buy) 110,500 $0.00 --
Grant/Award Stock Option (Right to Buy) 110,500 $0.00 --
Disposition Stock Option (Right to Buy) 113,300 $0.00 --
Grant/Award Stock Option (Right to Buy) 113,300 $0.00 --
Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct)
Footnotes (1)
  1. On April 17, 2026, the Issuer's board of directors approved an option repricing (the "Repricing"), effective April 17, 2026 (the "Effective Date"), for all stock options granted on or before March 1, 2025 to the Issuer's current employees, including the Reporting Person. All of the other terms of the options remain unchanged. The stock option award was issued pursuant to the Issuer's 2015 Equity Incentive Plan, as amended (the "2015 Plan"), or the Issuer's 2020 Stock Option and Incentive Plan, as amended (the "2020 Plan"), as applicable, and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on the Reporting Person's applicable Form 3 or Form 4, subject to the Reporting Person's continued service to the Issuer as of the applicable vesting date. The expiration date has been updated from the Form 3 originally filed on June 2, 2020 from January 23, 2029 to the correct expiration date of January 24, 2029. The closing price per share of the Issuer's common stock on the Effective Date. Under the terms of the Repricing, a repriced stock option award will revert to its original exercise price if exercised during the Retention Period. The "Retention Period" commenced on the Effective Date and ends on the earliest of the following: (i) the eighteen-month anniversary of the Effective Date; (ii) the consummation of a Corporate Transaction (as defined by the 2015 Plan) or a Sale Event (as defined by the 2020 Plan); and (iii) the Reporting Person's (a) termination without cause (as defined in the Reporting Person's severance plan) or due to a reduction in force, (b) death or termination due to disability, or (c) resignation from service for good reason (as defined in the Reporting Person's severance plan). The repriced options will also revert to its original exercise price if the Reporting Person (i) is terminated for cause (as defined in the Reporting Person's severance Plan) or (ii) resigns prior to the end of the Retention Period, except for good reason (as defined in the Reporting Person's severance plan). The expiration date has been updated from the Form 3 originally filed on June 2, 2020 from March 30, 2030 to the correct expiration date of March 31, 2030. The expiration date has been updated from the Form 4 originally filed on January 26, 2021 from January 22, 2031 to the correct expiration date of January 23, 2031. The expiration date has been updated from the Form 4 originally filed on February 2, 2022 from January 25, 2032 to the correct expiration date of January 26, 2032. The expiration date has been updated from the Form 4 originally filed on January 27, 2023 from January 24, 2033 to the correct expiration date of January 25, 2033.
Repriced block 1 76,047 options at $1.33 Exercise price after repricing; expiration January 24, 2029
Repriced block 2 18,198 options at $1.33 Exercise price after repricing; expiration March 31, 2030
Repriced block 3 74,250 options at $1.33 Exercise price after repricing; expiration January 23, 2031
Repriced block 4 124,000 options at $1.33 Exercise price after repricing; expiration January 26, 2032
Repriced block 5 76,200 options at $1.33 Exercise price after repricing; expiration January 25, 2033
Repriced block 6 110,500 options at $1.33 Exercise price after repricing; expiration January 23, 2034
Repriced block 7 113,300 options at $1.33 Exercise price after repricing; expiration January 23, 2035
option repricing financial
"On April 17, 2026, the Issuer's board of directors approved an option repricing"
Retention Period financial
"The "Retention Period" commenced on the Effective Date and ends on the earliest of the following"
Corporate Transaction financial
"the consummation of a Corporate Transaction (as defined by the 2015 Plan)"
Sale Event financial
"or a Sale Event (as defined by the 2020 Plan)"
2015 Equity Incentive Plan financial
"The stock option award was issued pursuant to the Issuer's 2015 Equity Incentive Plan, as amended"
2020 Stock Option and Incentive Plan financial
"or the Issuer's 2020 Stock Option and Incentive Plan, as amended"
SEC Form 4
FORM 4UNITED 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
Estimated average burden
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*
Cummings Keith Lamont

(Last)(First)(Middle)
C/O PLIANT THERAPEUTICS, INC.
331 OYSTER POINT BOULEVARD

(Street)
SOUTH SAN FRANCISCO CALIFORNIA 94080

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
PLIANT THERAPEUTICS, INC. [ PLRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$2.0804/17/2026D(1)76,047 (2)01/24/2029(3)Common Stock76,047$00D
Stock Option (Right to Buy)$1.33(4)(5)04/17/2026A(1)76,047 (2)01/24/2029(3)Common Stock76,047$076,047D
Stock Option (Right to Buy)$6.2204/17/2026D(1)18,198 (2)03/31/2030(6)Common Stock18,198$00D
Stock Option (Right to Buy)$1.33(4)(5)04/17/2026A(1)18,198 (2)03/31/2030(6)Common Stock18,198$018,198D
Stock Option (Right to Buy)$26.504/17/2026D(1)74,250 (2)01/23/2031(7)Common Stock74,250$00D
Stock Option (Right to Buy)$1.33(4)(5)04/17/2026A(1)74,250 (2)01/23/2031(7)Common Stock74,250$074,250D
Stock Option (Right to Buy)$11.8604/17/2026D(1)124,000 (2)01/26/2032(8)Common Stock124,000$00D
Stock Option (Right to Buy)$1.33(4)(5)04/17/2026A(1)124,000 (2)01/26/2032(8)Common Stock124,000$0124,000D
Stock Option (Right to Buy)$34.6504/17/2026D(1)76,200 (2)01/25/2033(9)Common Stock76,200$00D
Stock Option (Right to Buy)$1.33(4)(5)04/17/2026A(1)76,200 (2)01/25/2033(9)Common Stock76,200$076,200D
Stock Option (Right to Buy)$17.4404/17/2026D(1)110,500 (2)01/23/2034Common Stock110,500$00D
Stock Option (Right to Buy)$1.33(4)(5)04/17/2026A(1)110,500 (2)01/23/2034Common Stock110,500$0110,500D
Stock Option (Right to Buy)$11.1404/17/2026D(1)113,300 (2)01/23/2035Common Stock113,300$00D
Stock Option (Right to Buy)$1.33(4)(5)04/17/2026A(1)113,300 (2)01/23/2035Common Stock113,300$0113,300D
Explanation of Responses:
1. On April 17, 2026, the Issuer's board of directors approved an option repricing (the "Repricing"), effective April 17, 2026 (the "Effective Date"), for all stock options granted on or before March 1, 2025 to the Issuer's current employees, including the Reporting Person. All of the other terms of the options remain unchanged.
2. The stock option award was issued pursuant to the Issuer's 2015 Equity Incentive Plan, as amended (the "2015 Plan"), or the Issuer's 2020 Stock Option and Incentive Plan, as amended (the "2020 Plan"), as applicable, and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on the Reporting Person's applicable Form 3 or Form 4, subject to the Reporting Person's continued service to the Issuer as of the applicable vesting date.
3. The expiration date has been updated from the Form 3 originally filed on June 2, 2020 from January 23, 2029 to the correct expiration date of January 24, 2029.
4. The closing price per share of the Issuer's common stock on the Effective Date. Under the terms of the Repricing, a repriced stock option award will revert to its original exercise price if exercised during the Retention Period. The "Retention Period" commenced on the Effective Date and ends on the earliest of the following: (i) the eighteen-month anniversary of the Effective Date; (ii) the consummation of a Corporate Transaction (as defined by the 2015 Plan) or a Sale Event (as defined by the 2020 Plan); and (iii) the Reporting Person's (a) termination without cause (as defined in the Reporting Person's severance plan) or due to a reduction in force, (b) death or termination due to disability, or (c) resignation from service for good reason (as defined in the Reporting Person's severance plan).
5. The repriced options will also revert to its original exercise price if the Reporting Person (i) is terminated for cause (as defined in the Reporting Person's severance Plan) or (ii) resigns prior to the end of the Retention Period, except for good reason (as defined in the Reporting Person's severance plan).
6. The expiration date has been updated from the Form 3 originally filed on June 2, 2020 from March 30, 2030 to the correct expiration date of March 31, 2030.
7. The expiration date has been updated from the Form 4 originally filed on January 26, 2021 from January 22, 2031 to the correct expiration date of January 23, 2031.
8. The expiration date has been updated from the Form 4 originally filed on February 2, 2022 from January 25, 2032 to the correct expiration date of January 26, 2032.
9. The expiration date has been updated from the Form 4 originally filed on January 27, 2023 from January 24, 2033 to the correct expiration date of January 25, 2033.
Remarks:
/s/ Jennifer Woo, attorney-in-fact04/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did PLIANT THERAPEUTICS (PLRX) CFO report in this Form 4?

The CFO reported an option repricing where existing stock options were cancelled and replaced one-for-one with new options. The new awards carry a reduced exercise price of $1.33 per share while preserving prior vesting terms and updated expiration dates, subject to Retention Period conditions.

How many PLIANT THERAPEUTICS (PLRX) options were repriced for the CFO?

The filing shows multiple option blocks repriced, including grants of 76,047, 18,198, 74,250 and 124,000 options, each cancelled and regranted at $1.33. Several additional blocks between 76,200 and 113,300 options were treated similarly, with no change in total option share counts reported.

What is the new exercise price for the PLRX CFO repriced options?

Each repriced stock option held by the CFO now has an exercise price of $1.33 per share. This new price replaces prior higher exercise prices such as $2.08, $6.22, $11.86, $17.44 and $34.65, while maintaining the existing vesting schedules.

What is the Retention Period mentioned in the PLRX CFO option repricing?

The Retention Period began on April 17, 2026, the effective date of the repricing. It ends on the earliest of eighteen months after that date, completion of a defined Corporate Transaction or Sale Event, or specified termination, disability, death, or qualifying resignation events under the CFO’s severance arrangements.

Can the PLRX CFO repriced options revert to their original exercise price?

Yes. Footnotes state repriced options revert to their original higher exercise price if exercised during the Retention Period. They also revert if the CFO is terminated for cause or resigns before the Retention Period ends, except when leaving for contractually defined good reason or certain other qualifying events.

Were vesting terms changed in the PLRX CFO option repricing?

No. The filing explains that all other terms of the options remain unchanged. The repriced awards continue to vest under the schedules specified in their original award agreements, as previously reported in earlier Forms 3 and 4, contingent on the CFO’s continued service with the company.