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Sionna reprices CFO options, grants new RSUs

Sionna Therapeutics granted its CFO new options at $7.18 and over 94,000 RSUs, including performance-based awards, as part of an option repricing and equity compensation package.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sionna Therapeutics, Inc. reported equity compensation changes for its CFO and CBO, Elena Ridloff. On September 17, 2026, she received a non-qualified stock option for 165,440 shares of common stock at an exercise price of $7.18 per share, reflecting an option repricing that replaced a prior option over the same number of shares with a $39.21 exercise price. She was also granted 47,269 time-based RSUs vesting on June 17, 2027 and 47,268 performance-based RSUs that vest upon achievement of a designated performance milestone, in each case subject to continued service.

Positive

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Negative

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Insider Ridloff Elena
Role CFO and CBO
Type Security Shares Price Value
Grant/Award Non-Qualified Stock Option (right to buy) F3, F4, F5 165,440 $0.00 $0.00
Disposition Non-Qualified Stock Option (right to buy) F4, F5 165,440 $0.00 $0.00
Grant/Award Common Stock F1 47,269 $0.00 $0.00
Grant/Award Common Stock F2 47,268 $0.00 $0.00
Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 165,440 contracts (Direct); Common Stock — 133,069 shares (Direct)
Footnotes (5)
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
New option shares 165,440 shares Non-qualified stock option grant on September 17, 2026
New option exercise price $7.18 per share Exercise price set at fair market value on September 17, 2026
Original option exercise price $39.21 per share Exercise price of option disposed to issuer in repricing
Time-based RSUs granted 47,269 units RSUs vesting on June 17, 2027, subject to continued service
Performance-based RSUs granted 47,268 units RSUs vesting upon achievement of a performance milestone
Retention period end date (latest) March 17, 2028 18-month anniversary of the September 17, 2026 repricing date
Option expiration date January 1, 2036 Expiration date for the reported stock options
restricted stock units ("RSUs") financial
"Represents a grant of restricted stock units ("RSUs"). Each RSU repres"
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 approv"
Sale Event financial
"ends on the earliest of (i) the 18-month anniversary ... (ii) a Sale Eve"
Sionna Therapeutics, Inc. 2025 Stock Option and Incentive Plan financial
"as defined in the Sionna Therapeutics, Inc. 2025 Stock Option and Ince"
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 new stock options did Sionna Therapeutics (SION) grant to its CFO?

The CFO received a non-qualified stock option for 165,440 shares of Sionna Therapeutics common stock with an exercise price of $7.18 per share, representing the fair market value on September 17, 2026, subject to the existing vesting schedule.

What prior option was replaced in the SION Form 4 filing?

An existing stock option covering 165,440 shares with an exercise price of $39.21 per share was disposed of to the issuer as part of an option repricing effective September 17, 2026, with other terms remaining unchanged.

What time-based RSUs were granted to the CFO of Sionna Therapeutics (SION)?

The CFO was granted 47,269 restricted stock units (RSUs), each representing one share of common stock. These RSUs vest on June 17, 2027, subject to her continued service with Sionna Therapeutics through the vesting date.

What performance-based RSUs were disclosed for SION’s CFO?

The CFO received 47,268 performance-based RSUs, each representing one share of common stock. These RSUs vest upon achievement of a designated performance milestone, subject to her continued service with the company at the vesting date.

Was a Rule 10b5-1 trading plan involved in the SION Form 4 transactions?

No. The filing indicates the Rule 10b5-1 checkbox is not marked, and the transactions are described as an option repricing and equity grants under the company’s 2025 Stock Option and Incentive Plan.

Under which plan were the new SION options issued to the CFO?

The new stock option reported for the CFO was issued under the Sionna Therapeutics, Inc. 2025 Stock Option and Incentive Plan, and it becomes exercisable according to the vesting schedule specified in the award agreement and previously reported disclosures.

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

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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*
Ridloff Elena

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CFO and CBO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2026
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
Common Stock09/17/2026A(1)47,269A$0.085,801D
Common Stock09/17/2026A(2)47,268A$0.0133,069D
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)$7.18(3)09/17/2026A(4)165,440 (5)01/01/2036Common Stock165,440$0.0(4)165,440D
Non-Qualified Stock Option (right to buy)$39.2109/17/2026D(4)165,440 (5)01/01/2036Common Stock165,440$0.0(4)0D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
Jennifer Fitzpatrick, Attorney-in-Fact09/18/2026
** 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)

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