Sionna reprices CMO options, grants 100K RSUs
Sionna Therapeutics’ CMO and Head of R&D received 100,000 RSUs and had a 155,700-share stock option repriced as part of a board-approved equity adjustment.
Rhea-AI Filing Summary
Sionna Therapeutics, Inc. (SION) reported that its CMO and Head of R&D, Charlotte McKee, received equity awards and an option repricing on September 17, 2026. She was granted 100,000 RSUs, split between time-based and performance-based vesting, and an existing stock option for 155,700 shares was repriced to an exercise price of $7.18 per share, replacing an option with an exercise price of $39.21 per share. The repriced option and RSUs are issued under the company’s 2025 Stock Option and Incentive Plan and remain subject to service-based vesting and, for part of the RSUs, achievement of a performance milestone. No Rule 10b5-1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
McKee Charlotte
Role
CMO and Head of R&D
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Non-Qualified Stock Option (right to buy) F3, F4, F5 | 155,700 | $0.00 | $0.00 |
| Disposition | Non-Qualified Stock Option (right to buy) F4, F5 | 155,700 | $0.00 | $0.00 |
| Grant/Award | Common Stock F1 | 50,000 | $0.00 | $0.00 |
| Grant/Award | Common Stock F2 | 50,000 | $0.00 | $0.00 |
Holdings After Transaction:
Non-Qualified Stock Option (right to buy) — 155,700 contracts (Direct);
Common Stock — 128,415 shares (Direct)
Footnotes (5)
- F1. Represents a grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock of the Issuer. The RSUs will vest on June 17, 2027, subject to the Reporting Person's continued service with the Issuer as of the vesting date.
- F2. Represents a grant of RSUs. Each RSU represents a contingent right to receive one share of Common Stock of the Issuer. The RSUs will vest upon the achievement of a designated performance milestone, subject to the Reporting Person's continued service with the Issuer as of the vesting date.
- F3. The exercise price of the option is $7.18 per share, representing the fair market value per share of the Issuer's Common Stock on September 17, 2026 (the "Repricing Date"). Unless otherwise provided by the Issuer's board of directors or its compensation committee, if the option is exercised before the applicable retention period ends, the exercise price will revert to its original exercise price. The retention period begins on the Repricing Date and ends on the earliest of (i) the 18-month anniversary of the Repricing Date (March 17, 2028), (ii) a Sale Event (as defined in the Sionna Therapeutics, Inc. 2025 Stock Option and Incentive Plan (the "2025 Plan")) or (iii) certain qualifying terminations of service.
- F4. Effective on the Repricing Date, the Issuer's board of directors approved an option repricing. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.
- F5. This stock option award was issued pursuant to the 2025 Plan, and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on the applicable Form 4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date.
Key Figures
Time-based RSUs granted: 50,000 shares
Performance-based RSUs granted: 50,000 shares
Total RSUs granted: 100,000 shares
+5 more
8 metrics
Time-based RSUs granted
50,000 shares
RSUs vesting on June 17, 2027, subject to continued service
Performance-based RSUs granted
50,000 shares
RSUs vest upon achievement of a designated performance milestone
Total RSUs granted
100,000 shares
Aggregate of two 50,000-share RSU grants on September 17, 2026
Repriced option shares
155,700 shares
Non-qualified stock option subject to repricing on September 17, 2026
New exercise price
$7.18 per share
Exercise price set at fair market value on September 17, 2026
Original exercise price
$39.21 per share
Exercise price of the option before the repricing transaction
Retention period end
March 17, 2028
Latest possible end of retention period for repriced option, absent earlier triggers
Option expiration date
January 1, 2036
Expiration date for the reported stock option award
Key Terms
restricted stock units ("RSUs"), option repricing, Sale Event, Sionna Therapeutics, Inc. 2025 Stock Option and Incentive Plan, +2 more
6 terms
restricted stock units ("RSUs") financial
"Represents a grant of restricted stock units ("RSUs"). Each RSU represents"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
option repricing financial
"Effective on the Repricing Date, the Issuer's board of directors approved an option repricing."
Sale Event financial
"ends on the earliest of (i) the 18-month anniversary ... (ii) a Sale Event"
Sionna Therapeutics, Inc. 2025 Stock Option and Incentive Plan financial
"as defined in the Sionna Therapeutics, Inc. 2025 Stock Option and Incentive Plan"
Rule 16b-6(d) regulatory
"Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3"
Rule 16b-3 regulatory
"Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What equity awards did SION grant to CMO and Head of R&D Charlotte McKee on September 17, 2026?
Charlotte McKee received 100,000 RSUs and a repriced stock option covering 155,700 shares of Sionna Therapeutics common stock, all under the company’s 2025 Stock Option and Incentive Plan.
How are the 100,000 RSUs granted to SION’s CMO structured?
Two RSU grants of 50,000 shares each were made: one vests on June 17, 2027, subject to continued service, and the other vests upon achievement of a designated performance milestone, also subject to continued service at vesting.
What changed in the stock option repricing reported for SION’s CMO?
An option for 155,700 shares had its exercise price changed from $39.21 to $7.18 per share, representing the fair market value on September 17, 2026, with all other terms of the option remaining unchanged.
Is there a retention period associated with the repriced SION stock option?
Yes. A retention period starts on September 17, 2026 and ends on the earliest of March 17, 2028, a Sale Event under the 2025 Plan, or certain qualifying terminations of service; early exercise can cause the exercise price to revert to the original price.
Were the SION insider transactions made under a Rule 10b5-1 trading plan?
No. The filing indicates the Rule 10b5-1 checkbox is not marked, so no Rule 10b5-1 trading plan is reported for these transactions involving RSU grants and the option repricing.
Under what plan were the SION equity awards and option repricing made?
The RSU grants and the repriced stock option for Charlotte McKee were issued pursuant to the Sionna Therapeutics, Inc. 2025 Stock Option and Incentive Plan, with vesting and exercisability governed by that plan and related award agreements.
AI-generated analysis. How Rhea-AI works. Not financial advice.
