Sionna reprices CEO options, grants new RSUs
SION’s President & CEO received new RSU grants and a repricing of 436,100 stock options to $7.18 per share, replacing higher-priced options while preserving prior vesting terms.
Rhea-AI Filing Summary
Sionna Therapeutics, Inc. (SION) reported that President & CEO Michael Cloonan received equity awards and an option repricing on September 17, 2026. He was granted 218,050 shares of Common Stock in the form of restricted stock units, split evenly between time-based vesting on June 17, 2027 and performance-based vesting upon a designated milestone. On the same date, a non-qualified stock option for 436,100 shares was repriced to have an exercise price of $7.18 per share, replacing an option with a $39.21 exercise price, with all other terms unchanged and subject to a retention period and prior vesting conditions.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Cloonan Michael
Role
President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Non-Qualified Stock Option (right to buy) F3, F4, F5 | 436,100 | $0.00 | $0.00 |
| Disposition | Non-Qualified Stock Option (right to buy) F4, F5 | 436,100 | $0.00 | $0.00 |
| Grant/Award | Common Stock F1 | 109,025 | $0.00 | $0.00 |
| Grant/Award | Common Stock F2 | 109,025 | $0.00 | $0.00 |
Holdings After Transaction:
Non-Qualified Stock Option (right to buy) — 436,100 contracts (Direct);
Common Stock — 765,393 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 RSU grant: 109,025 shares
Performance-based RSU grant: 109,025 shares
Repriced option shares: 436,100 shares
+4 more
7 metrics
Time-based RSU grant
109,025 shares
RSUs vesting on June 17, 2027, subject to continued service
Performance-based RSU grant
109,025 shares
RSUs vest upon achievement of a designated performance milestone
Repriced option shares
436,100 shares
Non-qualified stock option subject to repricing on September 17, 2026
New exercise price
$7.18 per share
Exercise price of repriced option representing fair market value on September 17, 2026
Original exercise price
$39.21 per share
Exercise price of option disposed of to issuer in connection with repricing
Option expiration date
January 1, 2036
Expiration date of both the original and repriced stock option
Retention period end date
March 17, 2028
18-month anniversary of repricing date, referenced in retention period conditions
Key Terms
restricted stock units ("RSUs"), Sale Event, 2025 Stock Option and Incentive Plan, Rule 16b-6(d), +1 more
5 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.
Sale Event financial
"ends on the earliest of (i) the 18-month anniversary ... (ii) a Sale Event"
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 its President & CEO on September 17, 2026?
On September 17, 2026, SION granted Michael Cloonan 218,050 RSUs, consisting of two grants of 109,025 RSUs each, and repriced a non-qualified stock option covering 436,100 shares of Common Stock.
How do the new RSUs for SION’s CEO vest?
One RSU grant of 109,025 shares will vest on June 17, 2027, subject to continued service. The other 109,025 RSUs will vest upon achievement of a designated performance milestone, also subject to the CEO’s continued service at vesting.
What changed in the SION stock option repricing for the CEO?
An existing option for 436,100 shares of SION Common Stock was repriced so its exercise price is now $7.18 per share, replacing an option with a $39.21 exercise price, while all other terms of the option remain unchanged.
Were SION’s CEO equity awards made under a specific plan?
Yes. The repriced stock option was issued under Sionna Therapeutics, Inc. 2025 Stock Option and Incentive Plan and becomes exercisable according to the vesting schedule previously reported and specified in the award agreement.
Were these SION insider transactions under a Rule 10b5-1 trading plan?
No. The Form 4 indicates the Rule 10b5-1 checkbox is not selected, and the footnotes describe grants and an option repricing, not transactions under a Rule 10b5-1 trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
