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

Rhea-AI Filing Summary

Form 4 filings dated 07/01/2025 disclose that venture–backed funds affiliated with 5AM Venture Management, a 10 % beneficial owner of Entrada Therapeutics (TRDA), executed a three-day program of open-market sales. The entities involved were 5AM Ventures V, L.P. (direct holder) and 5AM Opportunities I, L.P. (indirect holder). The sales were made on 06/27, 06/30 and 07/01 at prices ranging from $6.81 – $7.12 per share.

• Shares sold by 5AM Ventures V: 92,891 shares (55,735 + 18,578 + 18,578) for proceeds of roughly $639k.
• Shares sold by 5AM Opportunities I: 32,109 shares (19,265 + 6,422 + 6,422) for proceeds of roughly $220k.
• Total shares sold: 125,000 shares, representing about 2.8 % of the combined 4.41 million-share position held prior to the first transaction.

After the transactions, 5AM Ventures V holds 3,183,131 shares directly, while 5AM Opportunities I holds 1,100,248 shares indirectly, leaving the 5AM group with an aggregate stake of approximately 4.28 million shares. All reporting persons—5AM Partners V, 5AM Opportunities I (GP), and managing members Dr. Scott M. Rocklage and Andrew J. Schwab—remain classified as 10 % owners. No derivative securities were reported.

The filing signals modest insider selling by a large shareholder following a minor upward move in TRDA’s share price during the period. Although the group maintains a substantial ownership position, the reduction could be interpreted by investors as a slight negative sentiment shift or portfolio rebalancing.

Positive

• 5AM group retains a large 4.28 million-share position, indicating continued strategic interest in TRDA.

Negative

• Insider selling of 125,000 shares by a 10 % owner can be perceived as a bearish signal and may create near-term supply pressure.

Insights

Securities Analyst

TL;DR: 10 % owner trims 2.8 % of stake; modest bearish signal, impact limited by retained 4.28 m-share position.

The 5AM funds liquidated 125k shares over three consecutive sessions at an average price just above $6.9. Volumes are small relative to both 5AM’s remaining stake and TRDA’s typical daily volume, suggesting opportunistic profit-taking rather than a wholesale exit. However, insider sales by a control holder can pressure sentiment, especially in micro-cap biotech names where ownership concentration is high. No complementary purchases or option exercises offset the sales, so the net insider activity is negative. Investors should monitor whether further Form 4s show a pattern.

Portfolio Manager

TL;DR: Sales are immaterial to ownership control but add short-term overhang; not thesis-changing.

Even after selling, the 5AM entities control more than 4 million shares, keeping them comfortably above the 10 % threshold. The transaction value (~$0.86 m combined) is negligible versus typical venture-fund recycling. The gradual price uptick from $6.81 to $7.12 during execution implies adequate liquidity and no urgency. Unless the divestment accelerates, I classify the disclosure as not impactful to long-term fundamentals but potentially weighing on near-term technicals.

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

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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^*

5AM Ventures V, L.P.

(Last) (First) (Middle)

C/O 5AM VENTURE MANAGEMENT, LLC

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Entrada Therapeutics, Inc. [ TRDA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

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

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

	Form filed by One Reporting Person
X	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
Common Stock	06/27/2025		S		55,735	D	$6.91	3,220,287	D(1)
Common Stock	06/27/2025		S		19,265	D	$6.91	1,113,092	I	By 5AM Opportunities I, L.P.(2)
Common Stock	06/30/2025		S		18,578	D	$6.8127	3,201,709	D(1)
Common Stock	06/30/2025		S		6,422	D	$6.8127	1,106,670	I	By 5AM Opportunities I, L.P.(2)
Common Stock	07/01/2025		S		18,578	D	$7.1226	3,183,131	D(1)
Common Stock	07/01/2025		S		6,422	D	$7.1226	1,100,248	I	By 5AM Opportunities I, L.P.(2)

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

1. Name and Address of Reporting Person^*

5AM Ventures V, L.P.

(Last) (First) (Middle)

C/O 5AM VENTURE MANAGEMENT, LLC

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

5AM Partners V, LLC

(Last) (First) (Middle)

C/O 5AM VENTURE MANAGEMENT, LLC

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

5AM Opportunities I, L.P.

(Last) (First) (Middle)

C/O 5AM VENTURE MANAGEMENT, LLC

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

5AM Opportunities I (GP), LLC

(Last) (First) (Middle)

C/O 5AM VENTURE MANAGEMENT, LLC

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ROCKLAGE SCOTT M

(Last) (First) (Middle)

C/O 5AM VENTURE MANAGEMENT, LLC

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Schwab Andrew J.

(Last) (First) (Middle)

C/O 5AM VENTURE MANAGEMENT, LLC

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Shares are held by 5AM Ventures V, L.P. ("5AM V"). 5AM Partners V, LLC ("5AM Partners") is the sole general partner of 5AM V. Dr. Kush Parmar, Andrew J. Schwab and Dr. Scott M. Rocklage are managing members of 5AM Partners and may be deemed to have shared voting and investment power over the shares beneficially owned by 5AM V. Each of 5AM Partners, Mr. Schwab and Dr. Rocklage disclaims beneficial ownership of the shares of Common Stock held by 5AM V, except to the extent of its or his pecuniary interest therein. Dr. Parmar is a director of the Issuer and files separate Section 16 reports.

2. Shares are held by 5AM Opportunities I, L.P. ("Opportunities"). 5AM Opportunities I (GP), LLC ("Opportunities GP") is the sole general partner of Opportunities. Andrew J. Schwab and Dr. Kush Parmar are managing members of Opportunities GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities. Each of Opportunities GP and Mr. Schwab disclaims beneficial ownership of the shares of Common Stock held by Opportunities, except to the extent of its or his pecuniary interest therein. Dr. Parmar is a director of the Issuer and files separate Section 16 reports.

	5AM Ventures V, L.P., By: 5AM Partners V, LLC, its General Partner, By /s/ Scott M. Rocklage, Managing Member	07/01/2025
	5AM Partners V, LLC, By /s/ Scott M. Rocklage, Managing Member	07/01/2025
	5AM Opportunities I, L.P., By: 5AM Opportunities I (GP),LLC, its General Partner, By /s/ Kush Parmar, Managing Member	07/01/2025
	5AM Opportunities I (GP), LLC, By /s/ Kush Parmar, Managing Member	07/01/2025
	/s/ Scott M. Rocklage	07/01/2025
	/s/ Andrew J. Schwab	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many TRDA shares did 5AM Ventures sell according to the July 2025 Form 4?

125,000 shares were sold across the three reported transactions.

What is 5AM Ventures' remaining stake in Entrada Therapeutics (TRDA)?

After the sales, the funds collectively hold approximately 4.28 million shares of TRDA common stock.

At what prices were the insider sales executed?

Sales were executed between $6.8127 and $7.1226 per share.

Does 5AM Ventures remain a 10 % owner of TRDA after the transactions?

Yes. Despite the sales, the group remains above the 10 % ownership threshold.

Were any derivative securities involved in the filing?

No derivative securities were acquired or disposed of; only common stock sales were reported.