Pyxis Oncology (PYXS) director sells 15,496 shares under 10b5-1 plan

Rhea-AI Filing Summary

Pyxis Oncology director Rachel Humphrey reported open-market sales of a total of 15,496 shares of Pyxis Oncology common stock. The sales occurred on April 14, 17, and 21, 2025 at prices of $0.9727, $0.97, and $1.0335 per share, respectively.

The filing notes these transactions were executed under a Rule 10b5-1 trading plan adopted on December 5, 2024, indicating they were pre-scheduled. Following the latest sale, Humphrey directly holds 81,309 shares of Pyxis Oncology common stock.

Insider Trade Summary 10b5-1

Net Seller: 15,496 shares ($15,917)

Net Sell 3 txns

Insider HUMPHREY RACHEL

Role Director

Sold 15,496 shs ($16K)

Type	Security	Shares	Price	Value
Sale	Common Stock	13,896	$1.0335	$14K
Sale	Common Stock	200	$0.97	$194.00
Sale	Common Stock	1,400	$0.9727	$1K

Holdings After Transaction: Common Stock — 81,309 shares (Direct)

Footnotes (1)

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 5, 2024. Reflects sales of common stock executed in multiple transactions. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected within the ranges set forth in footnotes 3 through 4 of this Form 4. The transaction was executed in multiple trades in prices ranging from $0.97 to $0.98. The transaction was executed in multiple trades in prices ranging from $0.97 to $1.09.

Form 4 Insider Transactions: What Each Field Means →

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
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).

X

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^*

HUMPHREY RACHEL

(Last) (First) (Middle)

C/O PYXIS ONCOLOGY, INC.

321 HARRISON AVENUE, 11TH FL. SUITE 1

(Street)

BOSTON MASSACHUSETTS 02118

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Pyxis Oncology, Inc. [ PYXS ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/14/2025		S(1)		1,400	D	$0.9727(2)(3)	95,405	D
Common Stock	04/17/2025		S(1)		200	D	$0.97	95,205	D
Common Stock	04/21/2025		S(1)		13,896	D	$1.0335(2)(4)	81,309	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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 5, 2024.

2. Reflects sales of common stock executed in multiple transactions. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected within the ranges set forth in footnotes 3 through 4 of this Form 4.

3. The transaction was executed in multiple trades in prices ranging from $0.97 to $0.98.

4. The transaction was executed in multiple trades in prices ranging from $0.97 to $1.09.

	/s/ Jitendra Wadhane, Attorney-in-Fact for Rachel Humphrey	03/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Pyxis Oncology (PYXS) disclose in this Form 4?

Pyxis Oncology reported that director Rachel Humphrey sold 15,496 common shares. The sales were open-market transactions across three dates in April 2025 at prices between $0.97 and $1.0335 per share, as reflected in the Form 4.

On which dates did Rachel Humphrey sell Pyxis Oncology (PYXS) shares and at what prices?

Rachel Humphrey sold shares on April 14, 17, and 21, 2025. Reported prices were $0.9727 per share on April 14, $0.97 on April 17, and $1.0335 on April 21, all as open-market sales of Pyxis Oncology common stock.

How many Pyxis Oncology (PYXS) shares does Rachel Humphrey hold after these sales?

After the reported transactions, Rachel Humphrey directly holds 81,309 Pyxis Oncology shares. Her holdings decreased by 15,496 shares through three open-market sales but she remains a significant individual shareholder according to the Form 4 disclosure.

Were Rachel Humphrey’s Pyxis Oncology (PYXS) share sales part of a Rule 10b5-1 trading plan?

Yes. The Form 4 states the sales were made under a Rule 10b5-1 trading plan. The plan was adopted on December 5, 2024, indicating the April 2025 transactions were pre-arranged rather than discretionary trades based on short-term market conditions.

What is the total number of Pyxis Oncology (PYXS) shares sold by Rachel Humphrey in this filing?

The Form 4 aggregates 15,496 shares sold by Rachel Humphrey. This total reflects three separate open-market sales of Pyxis Oncology common stock, as summarized in the transaction data included with the filing for April 2025.

What type of insider is Rachel Humphrey at Pyxis Oncology (PYXS)?

Rachel Humphrey is identified as a director of Pyxis Oncology. The Form 4 marks her as a reporting person in her capacity as a director, with all disclosed transactions involving directly held common stock of the company.