[Form 4] Stoke Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Stoke Therapeutics director Edward M. Kaye reported changes to his equity awards dated 09/04/2025. The filing shows an employee stock option covering 178,500 shares with an $8.33 exercise price was partially cancelled for no consideration under an exempt disposition, leaving 37,500 shares of common stock beneficially owned following the transaction. The option began vesting on April 15, 2025, and is scheduled to fully vest by December 15, 2026 if service continues. Separately, 144,000 restricted stock units were cancelled for no consideration; those RSUs had been scheduled to begin annual vesting on March 15, 2026. The report is filed on Form 4 and lists the reporting person as a director.

Positive

• Compliance: The insider timely filed a Form 4 disclosing equity award changes, satisfying Section 16 reporting requirements
• Clarified holdings: Post-transaction beneficial ownership is explicitly stated as 37,500 shares, improving transparency

Negative

• Reduction in potential future awards: Cancellation of 144,000 RSUs and partial cancellation of a 178,500-share option reduces the amount of equity that could vest
• No disclosed rationale: The filing does not state the reason for the mutual cancellations, leaving material motive unclear

Insights

Securities Analyst

TL;DR: Director canceled portions of equity awards for no consideration, reducing potential future dilution and changing his reported holdings.

The filing documents a director-level insider action: a partial cancellation of an employee stock option covering 178,500 shares and a full cancellation of 144,000 RSUs, both cancelled by mutual agreement with the issuer and exempt under Rule 16b-3(e) and 16b-6(d). The option retains an $8.33 strike and a multi-step vest schedule that began April 15, 2025, and completes December 15, 2026, subject to continued service. Post-transaction reported beneficial ownership of common shares is 37,500. For investors, these are insider compensation adjustments rather than open-market trades; they affect the pool of future shares that could be issued upon vesting/exercise but are presented as exempt dispositions rather than sales.

Corporate Governance Expert

TL;DR: Governance action shows mutual cancellation of awards, indicating contractual or administrative restructuring of director compensation.

The disclosure indicates negotiated cancellations of equity awards for no consideration under specified Rule exemptions. The RSUs were fully cancelled and the option was partially cancelled; the underlying schedules (option vesting commenced April 15, 2025; RSU vesting scheduled to start March 15, 2026) remain documented. The filing is procedural and compliant with Section 16 reporting requirements; it does not disclose reasons for the cancellations, only that they were by mutual agreement. Impact is administrative rather than indicative of litigation, regulatory findings, or an unambiguous signal of confidence.

SEC Form 4

FORM 4

UNITED 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
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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^*

Kaye Edward M. MD

(Last) (First) (Middle)

C/O STOKE THERAPEUTICS, INC.

45 WIGGINS AVENUE

(Street)

BEDFORD MA 01730

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Stoke Therapeutics, Inc. [ STOK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$8.33	09/04/2025		D(1)	V		178,500	(2)	03/19/2035	Common Stock	178,500	$0(1)	37,500	D
Restricted Stock Units	(3)	09/04/2025		D(4)	V		144,000	(5)	03/20/2029	Common Stock	144,000	$0(4)	0	D

Explanation of Responses:

1. The reported transaction represents a disposition to the Issuer of equity securities that is exempt pursuant to Rule 16b-3(e) and 16b-6(d). The equity award was partially canceled for no consideration by mutual agreement of the reporting person and the Issuer.

2. The option began vesting on April 15, 2025. Pursuant to the terms of the initial grant, the original number of shares subject to the option vests in ratable increments monthly and the option shall be fully vested on December 15, 2026, subject to the reporting person's continued service to the Issuer through each vesting date.

3. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's Common Stock upon settlement.

4. The reported transaction represents a disposition to the Issuer of equity securities that is exempt pursuant to Rule 16b-3(e) and 16b-6(d). The entire equity award was canceled for no consideration by mutual agreement of the reporting person and the Issuer.

5. Pursuant to the terms under which it was granted, the award was scheduled to vest as to 1/4 of the total award annually beginning on March 15, 2026, subject to the reporting person's continued service to the Issuer through each vesting date.

	/s/ Jonathan Allan, Attorney-in-Fact	09/05/2025
	** Signature of Reporting Person	Date
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.

FAQ

What changes did Edward M. Kaye report on Form 4 for STOK?

The filing reports a partial cancellation of a 178,500-share option (exercise price $8.33) and a full cancellation of 144,000 RSUs, both cancelled for no consideration.

How many shares does the reporting person beneficially own after the transactions?

The Form 4 shows 37,500 shares of common stock beneficially owned following the reported transactions.

When were the transactions executed?

The transactions are reported with a transaction date of 09/04/2025 and the Form 4 was signed 09/05/2025 by an attorney-in-fact.

What are the vesting terms referenced in the filing?

The option began vesting on April 15, 2025 and was set to fully vest by December 15, 2026 if service continued; the RSUs were scheduled to vest starting March 15, 2026 on an annual 1/4 schedule.

Were the cancellations considered sales or exempt dispositions?

The cancellations are described as dispositions to the issuer that are exempt pursuant to Rule 16b-3(e) and 16b-6(d) and were for no consideration.