Sionna reprices CLO options, grants 56K RSUs
Sionna repriced a 103,140-share option for its CLO and awarded 56,265 new RSUs tied to time- and performance-based vesting.
Rhea-AI Filing Summary
Sionna Therapeutics, Inc. (SION) reported equity compensation changes for its CLO and Head of Program Mgmt., Jennifer Fitzpatrick, on September 17, 2026. A stock option for 103,140 shares with a prior exercise price of $39.21 was repriced to $7.18, with all other terms unchanged. Fitzpatrick also received two grants of restricted stock units totaling 56,265 RSUs, half time-based vesting on June 17, 2027 and half vesting upon achievement of a performance milestone, all subject to continued service.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Fitzpatrick Jennifer
Role
CLO and Head of Program Mgmt.
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Non-Qualified Stock Option (right to buy) F3, F4, F5 | 103,140 | $0.00 | $0.00 |
| Disposition | Non-Qualified Stock Option (right to buy) F4, F5 | 103,140 | $0.00 | $0.00 |
| Grant/Award | Common Stock F1 | 28,133 | $0.00 | $0.00 |
| Grant/Award | Common Stock F2 | 28,132 | $0.00 | $0.00 |
Holdings After Transaction:
Non-Qualified Stock Option (right to buy) — 103,140 contracts (Direct);
Common Stock — 56,265 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
Repriced option shares: 103,140 shares
New exercise price: $7.18 per share
Original exercise price: $39.21 per share
+5 more
8 metrics
Repriced option shares
103,140 shares
Non-qualified stock option affected by repricing on September 17, 2026
New exercise price
$7.18 per share
Fair market value on the Repricing Date for the 103,140-share option
Original exercise price
$39.21 per share
Exercise price of the option before the September 17, 2026 repricing
Time-based RSU grant
28,133 RSUs
RSUs vesting on June 17, 2027, subject to continued service
Performance-based RSU grant
28,132 RSUs
RSUs vesting upon achievement of a performance milestone
Total RSUs granted
56,265 RSUs
Combined time-based and performance-based RSU awards to the CLO
Option expiration date
January 1, 2036
Expiration for the repriced non-qualified stock option
Retention period end (latest possible)
March 17, 2028
18-month anniversary of the September 17, 2026 Repricing Date
Key Terms
restricted stock units ("RSUs"), Repricing Date, 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.
Repricing Date financial
"fair market value per share of the Issuer's Common Stock on September 17, 2026 (the "Repricing Date")"
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 insider equity award changes were reported at Sionna Therapeutics (SION)?
Jennifer Fitzpatrick, CLO and Head of Program Mgmt., had a stock option for 103,140 shares repriced from $39.21 to $7.18 per share and received 56,265 RSUs split between time-based and performance-based vesting, all effective September 17, 2026.
How many RSUs did the SION executive receive and how do they vest?
Fitzpatrick received 28,133 RSUs that vest on June 17, 2027, subject to continued service, and 28,132 RSUs that vest upon achievement of a designated performance milestone, also contingent on continued service with Sionna Therapeutics.
What are the details of the SION stock option repricing for the CLO?
A non-qualified stock option covering 103,140 shares of Sionna common stock now has an exercise price of $7.18 per share, equal to the fair market value on September 17, 2026. The prior option at $39.21 per share was canceled in connection with this repricing.
Are there conditions tied to the new $7.18 SION option exercise price?
Yes. The $7.18 exercise price applies during a retention period starting on September 17, 2026 and ending on the earliest of March 17, 2028, a defined Sale Event, or certain qualifying terminations. If exercised before the retention period ends, the price reverts to the original exercise price.
Were the SION insider transactions made under a Rule 10b5-1 trading plan?
No. The filing indicates no Rule 10b5-1 plan for these transactions, and the footnotes describe them as an option repricing and RSU grants approved by Sionna Therapeutics’ board of directors or its compensation committee.
Under which plan were the SION option and RSUs issued?
The repriced stock option and related award were issued under the Sionna Therapeutics, Inc. 2025 Stock Option and Incentive Plan, and remain subject to the vesting schedules specified in the applicable award agreements and prior reports.
AI-generated analysis. How Rhea-AI works. Not financial advice.
