[144] RTX Corporation SEC Filing

Rhea-AI Filing Summary

Windtree Therapeutics (WINT) 8-K: On 29-Jul-2025 director Leanne Kelly resigned from the Board and as Audit Committee chair, effective immediately. The filing gives no reason for her departure.

On 3-Aug-2025 the Board appointed Andrew Kucharchuk—currently CFO of Cero Therapeutics Holdings and an experienced biotech financial executive—to fill the vacant seat and assume the Audit Committee chairmanship. The Board confirmed his independence under Nasdaq and SEC rules.

No related-party dealings, inducement equity grants, or special compensation were disclosed; he will receive only standard Board cash fees. His term runs until a successor is elected or otherwise removed.

• Governance continuity re-established within five days of resignation.
• Audit Committee independence preserved, mitigating internal-control risk.

Insights

Corporate Governance Expert

TL;DR: Board seat vacated then filled; audit oversight continuity preserved; impact limited.

Kelly’s sudden exit removes an experienced audit chair, a potential red flag for investors monitoring internal-control quality. However, the swift installation of Kucharchuk—whose résumé spans multiple public-company CFO roles—restores audit oversight and meets independence standards, alleviating most governance risk. Because compensation and related-party concerns are absent, the event is largely procedural. Unless Ms. Kelly’s reasons imply underlying issues (not disclosed here), the filing is neutral for valuation but maintains regulatory compliance.

Portfolio Manager

TL;DR: Routine governance shuffle; watch for follow-up disclosure on Kelly’s motives.

From a portfolio standpoint, turnover in audit leadership can hint at future accounting surprises, yet Windtree acted quickly, limiting disruption. Kucharchuk’s breadth of biotech finance experience is a plus, but investors should monitor upcoming Q3 results for any audit commentary and scrutinize whether Ms. Kelly’s departure signals strategic disagreement. With no financial guidance changes, the stock reaction should be muted.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	UBS Financial Services Inc 1000 Harbor Blvd 3rd Floor Weehawken NJ 07086	12847	2022000	1338541827	08/04/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/04/2025	SAR Exercise	RTX Corp			12847	08/04/2025	Wire

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why did Leanne Kelly resign from Windtree Therapeutics (WINT)?

The 8-K states that Ms. Kelly tendered her resignation on 29-Jul-2025 but does not provide a reason.

Who replaced Leanne Kelly on Windtree’s Board?

Andrew Kucharchuk was appointed on 3-Aug-2025 as director and Audit Committee chair.

Is Andrew Kucharchuk considered independent under Nasdaq rules?

Yes. The Board determined he meets all Nasdaq and SEC independence standards.

Did the new director receive any special compensation or stock grants?

No. He will receive only the normal cash fees paid to all Windtree directors.

Will the leadership change affect Windtree’s Nasdaq listing status?

No impact is expected because the Audit Committee remains chaired by an independent director.