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Sionna Therapeutics (SION) director awarded 17,340 options for RA Capital funds

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sionna Therapeutics director Joshua Resnick reported a grant of non-qualified stock options linked to 17,340 shares of Common Stock. The options have an exercise price of $36.73 per share and expire on June 16, 2036. They vest in full on the earlier of June 17, 2027 or the date of the next annual meeting, contingent on his continued board service. Under an arrangement with RA Capital Management, L.P., any net cash or stock from exercising these options is turned over for the benefit of RA Capital’s funds and a managed account, and Resnick disclaims beneficial ownership of the options and underlying shares.

Positive

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Insider Resnick Joshua
Role null
Type Security Shares Price Value
Grant/Award Non-Qualified Stock Option (right to buy) 17,340 $0.00 --
Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 17,340 shares (Direct, null)
Footnotes (1)
  1. Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund"), the RA Capital Nexus Fund, L.P. (the "Nexus Fund"), the RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund, the Nexus Fund, the Nexus Fund III and the Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying Common Stock. This option vests in full upon the earlier of June 17, 2027 or the date of the next annual meeting of Sionna Therapeutics, Inc., subject to the Reporting Person's continued service on such vesting date.
Option grant size 17,340 options Non-qualified stock option grant to director
Exercise price $36.73 per share Exercise price of non-qualified stock option
Expiration date June 16, 2036 Option expiration for director grant
Vesting trigger date Earlier of June 17, 2027 or next annual meeting Full vesting condition subject to continued service
Post-transaction derivative holdings 17,340 options Total options held after reported grant
Non-Qualified Stock Option financial
"Non-Qualified Stock Option (right to buy)"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
beneficial ownership financial
"The Reporting Person therefore disclaims beneficial ownership of the stock option"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
vesting financial
"This option vests in full upon the earlier of June 17, 2027"
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.
advisory fees financial
"which will offset advisory fees owed by the Fund"
Advisory fees are payments made to financial advisors or investment managers for guidance, portfolio management, or other services, typically charged as a fixed amount or a percentage of assets under management. They matter because they lower an investor’s net returns—like paying a mechanic to tune a car, you expect better performance, so investors weigh whether the cost is justified by higher returns, better risk control, or convenience.
separately managed account financial
"and a separately managed account (the "Account")"
A separately managed account (SMA) is a personalized investment portfolio owned by a single investor and run by a professional manager who buys and sells securities on that investor’s behalf. It matters to investors because an SMA offers tailored asset selection, tax handling, and transparency—like hiring a personal chef who prepares meals to your dietary needs rather than sharing a set menu—so you can align holdings with your goals and see exactly what you own.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
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*
Resnick Joshua
(Last)(First)(Middle)
C/O SIONNA THERAPEUTICS, INC.
21 HICKORY DRIVE, SUITE 500
(Street)
WALTHAM MASSACHUSETTS 02451
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Sionna Therapeutics, Inc. [ SION ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (right to buy)(1)$36.7306/17/2026A17,340 (2)06/16/2036Common Stock17,340$0.017,340D
Explanation of Responses:
1. Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund"), the RA Capital Nexus Fund, L.P. (the "Nexus Fund"), the RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund, the Nexus Fund, the Nexus Fund III and the Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying Common Stock.
2. This option vests in full upon the earlier of June 17, 2027 or the date of the next annual meeting of Sionna Therapeutics, Inc., subject to the Reporting Person's continued service on such vesting date.
By: Jennifer Fitzpatrick, Attorney-in-Fact For: Joshua Resnick06/18/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Sionna Therapeutics (SION) disclose?

Sionna Therapeutics disclosed a grant of non-qualified stock options covering 17,340 shares of Common Stock to director Joshua Resnick. The options are part of his director compensation but are held for the benefit of RA Capital-managed investment vehicles.

What are the key terms of Joshua Resnick’s Sionna Therapeutics stock options?

The options cover 17,340 underlying shares at an exercise price of $36.73 per share and expire on June 16, 2036. They are non-qualified stock options, meaning they follow standard income tax treatment rather than incentive stock option rules.

When do Joshua Resnick’s Sionna Therapeutics options vest?

The options vest in full on the earlier of June 17, 2027 or the date of Sionna Therapeutics’ next annual meeting. Vesting is conditional on Resnick’s continued service as a director through the applicable vesting date.

Who ultimately benefits from the Sionna Therapeutics options granted to Joshua Resnick?

Under an arrangement with RA Capital Management, any net cash or stock from exercising the options benefits RA Capital Healthcare Fund, related Nexus Funds, and a managed account. Resnick is obligated to turn over proceeds and disclaims beneficial ownership.

How many Sionna Therapeutics derivative securities does Joshua Resnick hold after this grant?

Following this transaction, Resnick is reported as holding 17,340 derivative securities in the form of non-qualified stock options. This figure reflects the full grant amount and represents his reported derivative holdings after the transaction.