Rapport Therapeutics Form 4: 21.9K Director Stock Options Issued

Rhea-AI Filing Summary

Form 4 Overview – Rapport Therapeutics (RAPP)

• Reporting person: Director John Maraganore.
• Transaction date: 06/17/2025.
• Security: Stock Option (right to buy common shares).
• Quantity granted: 21,850 options.
• Exercise price: $10.95 per share.
• Expiration: 06/17/2035.
• Vesting: Earliest of 06/17/2026 or the next annual shareholder meeting, contingent on continued board service.
• Post-transaction holdings: 21,850 derivative securities; no change reported in directly held common shares.

The filing details a routine director compensation grant rather than an open-market purchase or sale. No shares were disposed of, and the grant does not immediately affect cash flow. Potential dilution is minor—approximately 21.9 k shares—well below thresholds likely to influence valuation for most development-stage biotechs. Because the option strike price sits at $10.95, any future value to the director (and any dilution to existing investors) materialises only if RAPP’s share price exceeds that level. Overall, the disclosure neither signals bullish insider sentiment nor raises governance concerns; it simply aligns the director’s incentives with long-term shareholder value.

Positive

• Alignment of interests: Option grant ties director compensation to future share performance, potentially benefiting shareholders if value is created.

Negative

• Minor potential dilution: Exercise of 21,850 options will slightly increase the share count in the future.

Insights

Financial Analyst

TL;DR: Routine option grant; negligible dilution; neutral signal.

The option award is standard board compensation. With 21,850 options at a $10.95 strike, the economic impact is immaterial unless shares appreciate meaningfully. No sales occurred, so the filing doesn’t suggest insider profit-taking. Given typical biotech share counts in the tens of millions, the potential dilution is de minimis. Consequently, this Form 4 should not change an investor’s thesis on RAPP.

Corporate Governance Expert

TL;DR: Standard board equity award aligns incentives, no red flags.

The grant vests over one year or at the next AGM, encouraging continued board engagement without overly rapid vesting. There is no evidence of preferential pricing or accelerated vesting that might disadvantage shareholders. Documentation appears complete, with attorney-in-fact signature and timely filing. Governance impact is therefore neutral and consistent with best practices for director compensation.

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^*

MARAGANORE JOHN

(Last) (First) (Middle)

RAPPORT THERAPEUTICS, INC.

99 HIGH STREET, SUITE 2100

(Street)

BOSTON MA 02110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rapport Therapeutics, Inc. [ RAPP ]

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)
06/17/2025

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 Option (Right to Buy)	$10.95	06/17/2025		A		21,850		(1)	06/17/2035	Common Stock	21,850	$0	21,850	D

Explanation of Responses:

1. The shares underlying this option shall vest upon the earlier of (i) June 17, 2026 and (ii) the date of the next Annual Meeting of Stockholders of the Issuer, subject to the Reporting Person's continued service on such vesting date.

	/s/ Troy Ignelzi, Attorney-in-Fact	06/18/2025
	** 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 the RAPP Form 4 disclose?

Director John Maraganore received 21,850 stock options at an exercise price of $10.95 on 06/17/2025.

When do John Maraganore’s options vest?

The options vest on the earlier of June 17, 2026 or the date of the next annual shareholder meeting, subject to his continued board service.

What is the expiration date of the granted options?

All 21,850 options expire on 06/17/2035.

Did the director buy or sell any RAPP shares?

No common shares were bought or sold; only an option grant was reported.

How much dilution could occur if the options are exercised?

The grant represents 21,850 new shares; this is typically less than 0.1% of a biotech’s outstanding shares, implying minimal dilution.