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Director Denice Torres lists Seaport (SPTX) options and preferred stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Seaport Therapeutics director Denice Torres has reported her existing equity awards and preferred shares in a Form 3. She holds stock options tied to 12,258 shares of Common Stock with a $10.31 exercise price expiring on February 23, 2036, and additional options tied to 77,042 shares at a $3.05 exercise price expiring on June 3, 2034. Vesting for these options occurs over time, with one grant beginning to vest on April 28, 2025 and another vesting on February 24, 2027, subject to continued service. A revocable trust associated with her holds Series B Preferred Stock convertible into 13,406 shares of Common Stock without additional payment, and she disclaims beneficial ownership of those trust-held shares except to the extent of any pecuniary interest.

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Insider Torres Denice
Role null
Type Security Shares Price Value
holding Series B Preferred Stock -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
Holdings After Transaction: Series B Preferred Stock — 13,406 shares (Indirect, By Denice M. Torres Revocable Trust); Stock Option (Right to Buy) — 77,042 shares (Direct, null)
Footnotes (1)
  1. Each share of Series B Preferred Stock (the "Preferred Stock") is convertible into Common Stock of the Issuer on a one-for-3.1407 basis at the option of the holder, and will automatically convert upon the closing of the Issuer's initial public offering into the number of shares shown in Column 3 without payment of further consideration. The Preferred Stock has no expiration date. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that she is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. 1/3rd of the shares underlying this option vested and became exercisable on April 28, 2025, with the remaining shares vesting in twenty-four (24) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date. The shares underlying this option shall vest and become exercisable on February 24, 2027, subject to the Reporting Person's continued service on such vesting date.
Stock options at $10.31 12,258 underlying shares Exercise price $10.31; expire February 23, 2036
Stock options at $3.05 77,042 underlying shares Exercise price $3.05; expire June 3, 2034
Series B Preferred underlying common 13,406 underlying shares Convertible on one-for-3.1407 basis; no additional consideration
Series B conversion ratio 1:3.1407 Each Series B Preferred share converts into Common Stock
Option vesting start April 28, 2025 One-third vested then; remainder in 24 monthly installments
Single-date vesting February 24, 2027 Separate option grant vests entirely on this date
Series B Preferred Stock financial
"Each share of Series B Preferred Stock (the "Preferred Stock") is convertible"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
Section 16 of the Exchange Act regulatory
"for purposes of Section 16 of the Exchange Act, except to the extent"
pecuniary interest financial
"except to the extent of her pecuniary interest therein, if any."
revocable trust financial
"By Denice M. Torres Revocable Trust"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
vesting financial
"1/3rd of the shares underlying this option vested and became exercisable"
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.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Torres Denice

(Last)(First)(Middle)
SEAPORT THERAPEUTICS, INC.
101 SEAPORT BLVD., FLOOR 12

(Street)
BOSTON MASSACHUSETTS 02210

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2026
3. Issuer Name and Ticker or Trading Symbol
Seaport Therapeutics, Inc. [ SPTX ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Series B Preferred Stock (1) (1)Common Stock13,406(1)IBy Denice M. Torres Revocable Trust(2)
Stock Option (Right to Buy) (3)06/03/2034Common Stock77,042$3.05D
Stock Option (Right to Buy) (4)02/23/2036Common Stock12,258$10.31D
Explanation of Responses:
1. Each share of Series B Preferred Stock (the "Preferred Stock") is convertible into Common Stock of the Issuer on a one-for-3.1407 basis at the option of the holder, and will automatically convert upon the closing of the Issuer's initial public offering into the number of shares shown in Column 3 without payment of further consideration. The Preferred Stock has no expiration date.
2. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that she is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.
3. 1/3rd of the shares underlying this option vested and became exercisable on April 28, 2025, with the remaining shares vesting in twenty-four (24) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.
4. The shares underlying this option shall vest and become exercisable on February 24, 2027, subject to the Reporting Person's continued service on such vesting date.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Lana Gladstein, Attorney-in-Fact04/30/2026
** 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 5 (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 3: SEC 1473 (03-26)

FAQ

What insider holdings did Denice Torres report in Seaport Therapeutics (SPTX)?

Denice Torres reported existing holdings in Seaport Therapeutics, including two stock option grants over Common Stock and Series B Preferred Stock held through a revocable trust. These positions reflect baseline ownership rather than new purchases or sales.

What stock options does Denice Torres hold in Seaport Therapeutics (SPTX)?

She holds options linked to 12,258 shares of Common Stock at a $10.31 exercise price expiring February 23, 2036, and options linked to 77,042 shares at a $3.05 exercise price expiring June 3, 2034, subject to vesting conditions.

How does the Series B Preferred Stock held for Denice Torres convert into Seaport Therapeutics (SPTX) common shares?

Each share of Series B Preferred Stock is convertible into Common Stock on a one-for-3.1407 basis and automatically converts into 13,406 Common shares upon the company’s initial public offering, without additional payment, reflecting a pre-set conversion structure.

Are Denice Torres’ Seaport Therapeutics (SPTX) stock options fully vested?

No. One option grant vests one-third on April 28, 2025 with the rest in 24 monthly installments, while another vests on February 24, 2027, in each case requiring her continued service for vesting to occur.

How are Seaport Therapeutics (SPTX) shares held through the Denice M. Torres Revocable Trust treated?

Shares are held indirectly by the Denice M. Torres Revocable Trust. She disclaims beneficial ownership for Section 16 purposes except for any pecuniary interest, clarifying that the trust is the formal holder of these preferred shares.