Valion Bio CEO exercises 2,206 RSUs into shares

Valion Bio, Inc.’s Chief Executive Officer Michael K. Handley exercised restricted stock units into common shares.

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Form Type

Rhea-AI Filing Summary

Valion Bio, Inc.’s Chief Executive Officer Michael K. Handley exercised restricted stock units into common shares. On May 18, 2026, he acquired 2,206 shares of common stock through a derivative exercise recorded at $0.00 per share.

Following the transaction, he directly holds 11,030 shares of common stock and 24,265 restricted stock units. Each restricted stock unit converts into one share of common stock under a multi‑year vesting schedule described in the grant terms.

Insider Trade Summary

2,206 shares exercised/converted

Exercise 2 txns

Insider Handley Michael K

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,206	$0.00	$0.00
Exercise	Common Stock	2,206	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 24,265 contracts (Direct); Common Stock — 11,030 shares (Direct)

Footnotes (2)

F1. Each Restricted Stock Unit is convertible into one share of common stock.
F2. Twenty percent (25%) of the grant of 35,294 Restricted Stock Units vested upon the one (1) year anniversary of the Vesting Commencement Date, and the balance of the Restricted Stock Units will be vested in a series of twelve (12) successive equal quarterly installments measured from the first anniversary of the Vesting Commencement Date such that one hundred percent (100%) of the Restricted Stock Units shall have vested on the fourth anniversary of the Vesting Commencement Date.

Key Figures

Shares acquired via RSU exercise: 2,206 shares Post-transaction common shares: 11,030 shares Post-transaction RSU balance: 24,265 RSUs +2 more

5 metrics

Shares acquired via RSU exercise 2,206 shares Common Stock acquired on May 18, 2026

Post-transaction common shares 11,030 shares Common Stock directly held after exercise

Post-transaction RSU balance 24,265 RSUs Restricted Stock Units remaining after conversion

RSU exercise price $0.00 per share Recorded transaction price for RSU conversion

Original RSU grant size 35,294 RSUs Restricted Stock Unit grant subject to four-year vesting

Key Terms

Restricted Stock Units, derivative exercise/conversion, vesting commencement date, quarterly installments, +1 more

5 terms

Restricted Stock Units financial

"Twenty percent (25%) of the grant of 35,294 Restricted Stock Units vested upon the one (1) year anniversary..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion", transaction_code_description: "Exercise or conversion of derivative security""

vesting commencement date financial

"the one (1) year anniversary of the Vesting Commencement Date, and the balance of the Restricted Stock Units..."

The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.

quarterly installments financial

"the balance of the Restricted Stock Units will be vested in a series of twelve (12) successive equal quarterly installments..."

common stock financial

"Each Restricted Stock Unit is convertible into one share of common stock."

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Valion Bio (VBIO) report for Michael K. Handley?

Valion Bio reported that CEO Michael K. Handley exercised restricted stock units into common shares. On May 18, 2026, he acquired 2,206 shares of common stock via a derivative exercise, a compensation-related event rather than an open-market purchase or sale.

How many Valion Bio (VBIO) shares does the CEO hold after this Form 4?

After the reported transaction, CEO Michael K. Handley directly holds 11,030 shares of Valion Bio common stock. In addition, he holds 24,265 restricted stock units, each of which is convertible into one share of common stock under the company’s vesting schedule.

What type of security did the Valion Bio (VBIO) CEO exercise on this date?

The CEO exercised restricted stock units that convert into Valion Bio common stock. The Form 4 shows 2,206 restricted stock units being converted, with each unit becoming one common share, consistent with the grant’s terms described in the accompanying footnotes.

Was the Valion Bio (VBIO) CEO’s Form 4 transaction a market buy or sell?

The Form 4 reflects a derivative exercise, not an open-market buy or sell. Michael K. Handley acquired 2,206 common shares by converting restricted stock units, recorded at a transaction price of $0.00 per share as part of his equity compensation.

What does the vesting schedule for Valion Bio (VBIO) restricted stock units indicate?

The footnotes explain that a grant of 35,294 restricted stock units vests over four years. An initial portion vests on the first anniversary of the vesting commencement date, with the remaining units vesting in twelve successive equal quarterly installments thereafter.

How many restricted stock units remain for the Valion Bio (VBIO) CEO after this transaction?

Following this derivative exercise, the Form 4 shows Michael K. Handley holding 24,265 restricted stock units. Each remaining unit is convertible into one share of Valion Bio common stock, subject to the time-based vesting schedule outlined in the grant’s terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/20/2026 - 07:51 PM EDT

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^*

Handley Michael K

(Last)

(First)

(Middle)

1305 E. HOUSTON STREET

BLG. 1, STE. 311

(Street)

SAN ANTONIO

TEXAS

78205

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Valion Bio, Inc. [ VBIO ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/18/2026		M		2,206	A	⁽¹⁾	11,030	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/18/2026		M			2,206	⁽²⁾	⁽²⁾	Common Stock	2,206	$0	24,265	D

Explanation of Responses:

1. Each Restricted Stock Unit is convertible into one share of common stock.

2. Twenty percent (25%) of the grant of 35,294 Restricted Stock Units vested upon the one (1) year anniversary of the Vesting Commencement Date, and the balance of the Restricted Stock Units will be vested in a series of twelve (12) successive equal quarterly installments measured from the first anniversary of the Vesting Commencement Date such that one hundred percent (100%) of the Restricted Stock Units shall have vested on the fourth anniversary of the Vesting Commencement Date.

	/s/ Michael Handley	05/20/2026
	** 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)

Source: View Original Filing on SEC EDGAR