Retension director Franklin M. Berger holds options

Q: How do Franklin M. Berger’s RTSN options vest?

Twenty-five percent of the options vest on the first anniversary of the May 1, 2026 grant. The remaining options vest in equal quarterly installments thereafter, subject to continued service to the issuer on each vesting date.

Q: How does RTSN’s Series B Convertible Preferred Stock convert?

Each preferred share is convertible into one common share at the holder’s option. The preferred stock automatically converts immediately before the issuer’s initial public offering closes, without consideration, and has no expiration date.

The options vest over time subject to continued service, while the preferred stock automatically converts before the issuer’s IPO closes.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Retension Pharmaceuticals, Inc. director Franklin M. Berger reported direct holdings of stock options covering 9,662 common shares and Series B Convertible Preferred Stock convertible into 12,517 common shares. The options were granted May 1, 2026, have a $2.43 exercise price, and expire April 30, 2036. Twenty-five percent vest on the first anniversary of the grant, with the remainder vesting in equal quarterly installments thereafter, subject to continued service. The preferred stock converts into one common share per preferred share and automatically converts immediately before the issuer’s initial public offering closes, without consideration.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider BERGER FRANKLIN M

Role Director

Type	Security	Shares	Price	Value
holding	Stock Option (right to buy) ^F1	--	--	--
holding	Series B Convertible Preferred Stock ^F2	--	--	--

Holdings After Transaction: Stock Option (right to buy) — 9,662 contracts (Direct); Series B Convertible Preferred Stock — 12,517 contracts (Direct)

Footnotes (2)

F1. Granted to the Reporting Person on May 1, 2026. Twenty-five percent of the stock options will vest on the first anniversary of the date of grant, with the remaining stock options vesting in equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F2. The Series B Convertible Preferred Stock (the "Series B Preferred Stock") is convertible into one share of Common Stock at any time at the option of the holder. The Series B Preferred Stock will automatically convert immediately prior to the closing of the Issuer's initial public offering into the number of shares shown in column 3 without payment of consideration. The Series B Preferred Stock has no expiration date.

Key Figures

Common shares underlying stock options: 9,662 common shares Option exercise price: $2.43 per share Option expiration: April 30, 2036 +3 more

6 metrics

Common shares underlying stock options 9,662 common shares Direct holding reported by Franklin M. Berger

Option exercise price $2.43 per share Stock options covering common shares

Option expiration April 30, 2036 Stock options

Common shares underlying Series B Convertible Preferred Stock 12,517 common shares Direct holding reported by Franklin M. Berger

Initial option vesting 25% of the stock options Vests on the first anniversary of the May 1, 2026 grant, subject to continued service

Preferred-stock conversion ratio 1 common share per preferred share Holder may convert at any time

Key Terms

Stock Option (right to buy), Series B Convertible Preferred Stock, initial public offering

3 terms

Stock Option (right to buy) financial

"Twenty-five percent of the stock options will vest on the first anniversary of the date of grant"

Series B Convertible Preferred Stock financial

"The Series B Convertible Preferred Stock is convertible into one share of Common Stock"

Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.

initial public offering financial

"automatically convert immediately prior to the closing of the Issuer's initial public offering"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

FAQ

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

What securities did RTSN director Franklin M. Berger report?

Franklin M. Berger reported direct holdings of stock options covering 9,662 common shares and Series B Convertible Preferred Stock convertible into 12,517 common shares. The options have a $2.43 exercise price and expire April 30, 2036.

How do Franklin M. Berger’s RTSN options vest?

Twenty-five percent of the options vest on the first anniversary of the May 1, 2026 grant. The remaining options vest in equal quarterly installments thereafter, subject to continued service to the issuer on each vesting date.

How does RTSN’s Series B Convertible Preferred Stock convert?

Each preferred share is convertible into one common share at the holder’s option. The preferred stock automatically converts immediately before the issuer’s initial public offering closes, without consideration, and has no expiration date.

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

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Available on EDGAR 10/13/2026 - 08:14 PM EDT Accepted by SEC EDGAR 10/08/2026 - 06:35 PM EDT

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

BERGER FRANKLIN M

(Last)

(First)

(Middle)

1104 WEST BROAD STREET

SUITE 1029

(Street)

FALLS CHURCH

VIRGINIA

22046

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2026

3. Issuer Name and Ticker or Trading Symbol
Retension Pharmaceuticals, Inc. [ RTSN ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	04/30/2036	Common Stock	9,662	$2.43	D
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	12,517	⁽²⁾	D

Explanation of Responses:

1. Granted to the Reporting Person on May 1, 2026. Twenty-five percent of the stock options will vest on the first anniversary of the date of grant, with the remaining stock options vesting in equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.

2. The Series B Convertible Preferred Stock (the "Series B Preferred Stock") is convertible into one share of Common Stock at any time at the option of the holder. The Series B Preferred Stock will automatically convert immediately prior to the closing of the Issuer's initial public offering into the number of shares shown in column 3 without payment of consideration. The Series B Preferred Stock has no expiration date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Alex Schwartz, Attorney-in-fact	10/08/2026
	** 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 5 (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 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR