Telomir (TELO) director swaps 25K options for new lower-priced grant

Rhea-AI Filing Summary

Telomir Pharmaceuticals director Edward Clouston MacPherson restructured his stock options with no net change in option count. He agreed to cancel an existing option for 25,000 shares of common stock with a $5.02 exercise price and an expiration on August 27, 2034. In exchange, he received a new option for 25,000 shares at a lower exercise price of $1.30, expiring on May 21, 2036. These are incentive stock options granted as compensation, not open-market share purchases or sales, and he now holds 25,000 options directly following the transaction.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider MacPherson Edward Clouston

Role null

Type	Security	Shares	Price	Value
Grant/Award	Incentive Stock Options (right to buy)	25,000	$0.00	--
Disposition	Incentive Stock Options (right to buy)	25,000	$0.00	--

Holdings After Transaction: Incentive Stock Options (right to buy) — 25,000 shares (Direct, null)

Footnotes (1)

1. The options are fully exercisable. The reporting person agreed to cancellation of the option granted to him on 08/27/2024, in exchange for a new option having a lower exercise price.

Key Figures

Options canceled: 25,000 options Old exercise price: $5.02 per share New exercise price: $1.30 per share +2 more

5 metrics

Options canceled 25,000 options Disposition to issuer of prior incentive stock option

Old exercise price $5.02 per share Exercise price on option granted August 27, 2024

New exercise price $1.30 per share Exercise price on new option granted May 21, 2026

New options granted 25,000 options Incentive stock option award replacing canceled grant

Shares underlying options 25,000 shares Common stock underlying the new incentive stock option

Key Terms

Incentive Stock Options, Disposition to issuer, Grant, award, or other acquisition, derivative transactions

4 terms

Incentive Stock Options financial

"These are incentive stock options granted as compensation, not open-market share purchases or sales"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

Disposition to issuer financial

"shows 25,000 incentive stock options disposed of back to the issuer"

Grant, award, or other acquisition financial

"The newly granted incentive stock option has a lower exercise price"

derivative transactions financial

"both recorded as derivative transactions rather than purchases or sales of common stock"

Derivative transactions are contracts whose value depends on the price or performance of something else—like stocks, bonds, currencies, interest rates or commodities. Think of them as insurance or bets about a future price: investors use them to protect against losses, lock in prices, or try to amplify returns, but they can also magnify losses, create cash demands and expose a firm to the risk that the other party won’t meet its obligation, so they can materially affect a company’s financial stability and volatility.

Form 4 Insider Transactions: What Each Field Means →

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
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^*

MacPherson Edward Clouston

(Last) (First) (Middle)

C/O TELOMIR PHARMACEUTICALS, INC.

900 WEST PLATT STREET, SUITE 200

(Street)

MIAMI FLORIDA 33606

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Telomir Pharmaceuticals, Inc. [ TELO ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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

X	Form 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)
			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
Incentive Stock Options (right to buy)	$1.3	05/21/2026		A		25,000		(1)	05/21/2036	Common Stock	25,000	(2)	25,000(2)	D
Incentive Stock Options (right to buy)	$5.02	05/21/2026		D			25,000	08/27/2024	08/27/2034	Common Stock	25,000	(2)	0	D

Explanation of Responses:

1. The options are fully exercisable.

2. The reporting person agreed to cancellation of the option granted to him on 08/27/2024, in exchange for a new option having a lower exercise price.

	/s/ Ned MacPherson	05/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Telomir Pharmaceuticals (TELO) director Edward MacPherson report on this Form 4?

He reported canceling an existing option for 25,000 shares and receiving a new incentive stock option for 25,000 shares. The change restructures his compensation but does not involve any open-market buying or selling of Telomir Pharmaceuticals common stock.

How many Telomir Pharmaceuticals (TELO) options are involved in this Form 4?

The filing shows 25,000 incentive stock options disposed of back to the issuer and 25,000 new options granted. After these transactions, Edward MacPherson directly holds 25,000 derivative securities linked to Telomir Pharmaceuticals common stock according to the reported totals.

What are the exercise prices of Edward MacPherson’s Telomir (TELO) options?

The canceled option had an exercise price of $5.02 per share. The newly granted incentive stock option has a lower exercise price of $1.30 per share. Both options relate to Telomir Pharmaceuticals common stock but carry different pricing and expiration terms.

When do Edward MacPherson’s Telomir (TELO) options expire after this change?

The original 25,000-share option was scheduled to expire on August 27, 2034 and has been canceled. The newly granted 25,000-share incentive stock option instead expires on May 21, 2036, extending the time period over which it can potentially be exercised.

Does this Telomir (TELO) Form 4 show insider buying or selling in the market?

No, it does not show open-market buying or selling of Telomir shares. The transactions are an issuer disposition and a compensatory grant of incentive stock options, both recorded as derivative transactions rather than purchases or sales of common stock.

Why was Edward MacPherson’s Telomir (TELO) option canceled and replaced?

The filing states he agreed to cancel the option granted on August 27, 2024 in exchange for a new option with a lower exercise price. This adjusts the economic terms of his incentive stock options while keeping the number of underlying shares the same.