Transcode CFO granted 185K options at $1.78

The CFO of RNAZ was granted 185,000 stock options vesting monthly over one year at a $1.78 exercise price.

Rhea-AI Filing Summary

Transcode Therapeutics, Inc. (RNAZ) reported that its Chief Financial Officer, Thomas A. Fitzgerald, received a grant of 185,000 stock options on September 9, 2026. These options have an exercise price of $1.78 per share and will vest in twelve equal monthly installments following the grant date, expiring on September 8, 2036.

Insider Trade Summary

Grant/Award: 185,000 shares

Grant/Award 1 txn

Insider Fitzgerald Thomas A

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy) F1	185,000	$0.00	$0.00

Holdings After Transaction: Stock Option (right to buy) — 185,000 contracts (Direct)

Footnotes (1)

1. F1. The shares underlying this option shall vest and become exercisable in twelve (12) equal monthly installments following the grant date.

Key Figures

Stock options granted: 185,000 options Exercise price: $1.78 per share Underlying common shares: 185,000 shares +3 more

6 metrics

Stock options granted 185,000 options Grant to the CFO on September 9, 2026

Exercise price $1.78 per share Exercise price of the granted stock options

Underlying common shares 185,000 shares Shares of common stock underlying the options

Options held after transaction 185,000 options Total derivative securities held directly by the CFO after the grant

Vesting schedule length 12 monthly installments Options vest in twelve equal monthly installments following the grant date

Option expiration date September 8, 2036 Expiration date of the granted stock options

Key Terms

Stock Option (right to buy), exercise price, vesting, twelve (12) equal monthly installments

4 terms

Stock Option (right to buy) financial

"security titled "Stock Option (right to buy)" was granted to the CFO"

exercise price financial

"These options have an exercise price of $1.78 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

vesting financial

"shall vest and become exercisable in twelve equal monthly installments"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

twelve (12) equal monthly installments financial

"shall vest and become exercisable in twelve (12) equal monthly installments"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did RNAZ disclose for its CFO?

RNAZ disclosed that Chief Financial Officer Thomas A. Fitzgerald received a grant of 185,000 stock options on September 9, 2026, as a compensation-related award, with all options held directly after the grant.

What is the exercise price of the newly granted RNAZ stock options?

The newly granted stock options to RNAZ’s CFO have an exercise price of $1.78 per share, meaning each option allows the purchase of one share of common stock at $1.78 when exercised, subject to vesting.

How do the 185,000 RNAZ stock options vest for the CFO?

The 185,000 stock options granted to the RNAZ CFO vest in twelve equal monthly installments following the grant date, as disclosed, so vesting occurs gradually over the first year after September 9, 2026.

When do the newly granted RNAZ stock options expire?

The stock options granted to the RNAZ CFO expire on September 8, 2036, giving a ten-year term from the grant date during which vested options may be exercised, subject to the award’s other terms.

How many RNAZ derivative securities does the CFO hold after this Form 4 transaction?

After this reported transaction, the RNAZ CFO holds 185,000 stock options directly, corresponding to rights to acquire up to 185,000 shares of common stock upon exercise, subject to vesting and other plan conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 05:10 PM Accepted by SEC EDGAR 09/11/2026 - 05:10 PM Learn about SEC filing dates

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

X

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^*

Fitzgerald Thomas A

(Last) (First) (Middle)

C/O TRANSCODE THERAPEUTICS, INC.

6 LIBERTY SQUARE, #2382

(Street)

BOSTON MASSACHUSETTS 02109

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Transcode Therapeutics, Inc. [ RNAZ ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2026

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

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)	$1.78	09/09/2026		A		185,000		(1)	09/08/2036	Common Stock	185,000	$0.00	185,000	D

Explanation of Responses:

1. The shares underlying this option shall vest and become exercisable in twelve (12) equal monthly installments following the grant date.

	/s/ Thomas A. Fitzgerald	09/11/2026
	** 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)