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

Rhea-AI Filing Summary

On 07/28/2025 Unicycive Therapeutics (UNCY) issued its CEO & Director, Dr. Shalabh K. Gupta, a non-cash grant of 325,000 stock options with a $4.71 exercise price and a 10-year term expiring 07/28/2035. The award vests 25 % (81,250 options) on 07/28/2026; the balance vests in equal monthly installments over the next 36 months, encouraging long-term retention.

After the grant, Gupta holds 968,951 derivative securities (mainly options), all reported as direct ownership. No common shares were bought or sold, so the transaction produces no immediate cash inflow or dilution; share count only rises if and when options are exercised.

The Form 4 highlights executive incentive alignment but has limited near-term financial impact. Investors should watch future exercises or additional insider activity for dilution or sentiment signals.

Positive

• Large option grant aligns CEO incentives with shareholder value over a 4-year vesting horizon
• No immediate dilution or cash outlay; impact occurs only upon exercise at $4.71

Negative

• Potential future dilution of up to 325,000 shares (≈2-3 % of float) if options are exercised

Insights

Corporate Governance Specialist

TL;DR: Standard retention grant; aligns CEO incentives, neutral short-term impact.

The 325 k option award follows common small-cap biotech practice of front-loading equity incentives to conserve cash and retain key talent through clinical milestones. A 25 % one-year cliff plus monthly vesting ties Gupta to the company until mid-2029, mitigating key-person risk. Exercise price above par preserves option value chiefly if strategic progress lifts shares. No share issuance occurs today, so immediate dilution is zero; fully-diluted effect equals ~2.6 % of a 12.5 m share base (if that is the latest count), a manageable level. Overall governance-wise, the terms appear market-standard.

Sell-Side Equity Analyst

TL;DR: Neutral financial effect; watch insider behavior as pipeline catalysts approach.

The filing neither signals insider buying nor selling, hence offers minimal sentiment read-through. However, the sizeable option stake boosts Gupta’s exposure to upside, potentially increasing his bias toward value-creating catalysts such as oxylanthanum release filings. Investors should monitor: 1) any acceleration of vesting on M&A, 2) subsequent option exercises that might foreshadow liquidity needs or confidence. Net, the disclosure is not a direct valuation driver but provides context on future dilution scenarios at $4.71 strike.

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^*

Gupta Pramod

(Last) (First) (Middle)

C/O UNICYCIVE THERAPEUTICS

(Street)

LOS ALTOS CA 94022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Unicycive Therapeutics, Inc. [ UNCY ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Pharmaceuticals and BD

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

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
Stock Options	$4.71	07/28/2025		A		90,000		(1)	07/28/2035	Common Stock	90,000	$0	301,986	D

Explanation of Responses:

1. 22,500 of the stock options vest on July 28, 2026 and 1/36th of the remaining options vest at the end of each successive month thereafter.

	/s/Pramod Gupta	07/30/2025
	** 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.
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FAQ

What did UNCY's CEO receive in the latest Form 4?

Dr. Shalabh Gupta received 325,000 stock options at a $4.71 strike price, expiring 07/28/2035.

When do the new UNCY options vest?

25 % vest on 07/28/2026; the remainder vest monthly over the following 36 months.

How many options does the CEO now own?

After the grant, Gupta beneficially owns 968,951 derivative securities (primarily options).

Does this Form 4 create immediate dilution for UNCY shareholders?

No. Shares are only issued if the options are exercised, so dilution is deferred.

Why is the grant significant for investors?

It ties the CEO’s compensation to share performance, but investors should monitor future exercises that could increase share count.