Was the Whitehawk Therapeutics (WHWK) CEO share sale an open-market liquidation?

The reported sale of 26,858 Whitehawk Therapeutics shares at $3.48 was a broker-assisted sale specifically to satisfy tax withholding obligations from RSU vesting, according to the disclosure, rather than a discretionary open-market liquidation for portfolio rebalancing or cash-raising purposes.

Whitehawk (WHWK) CEO gets 831k options, sells 26k shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Whitehawk Therapeutics, Inc. director and CEO David James Lennon exercised restricted stock units and received a new stock option award, while selling a small block of shares to cover taxes. He exercised 775,828 restricted stock units, receiving the same number of Common Stock shares. He also received a stock option for 831,148 shares of Common Stock at an exercise price of $3.54 per share, expiring on April 1, 2036, subject to multi‑year vesting. To satisfy tax withholding obligations related to RSU vesting, a broker-assisted sale of 26,858 shares of Common Stock was executed at $3.48 per share. After these transactions, Lennon directly holds 793,549 Common Stock shares.

Insider Trade Summary

Net Seller: 26,858 shares ($93,466)

Net Sell 4 txns

Insider Lennon David James

Role CHIEF EXECUTIVE OFFICER

Sold 26,858 shs ($93K)

Type	Security	Shares	Price	Value
Sale	Common Stock	26,858	$3.48	$93K
Exercise	Restricted Stock Units	775,828	$0.00	--
Grant/Award	Stock Option (right to buy)	831,148	$0.00	--
Exercise	Common Stock	775,828	$0.00	--

Holdings After Transaction: Common Stock — 793,549 shares (Direct); Restricted Stock Units — 0 shares (Direct); Stock Option (right to buy) — 831,148 shares (Direct)

Footnotes (1)

Each restricted stock unit ("RSU") represents a contingent right to receive one share of Whitehawk Therapeutics, Inc. Common Stock. Represents a broker-assisted sale to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted stock units. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through each applicable date, one hundred percent (100%) of the shares subject to the award shall vest on the one-year anniversary of the Vesting Commencement Date. "Vesting Commencement Date" shall mean April 1, 2025. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through each applicable date, twenty five percent (25%) of the shares subject to the option shall vest on the one-year anniversary of the Vesting Commencement Date and 1/48th of the total shares subject to the Option shall vest every month thereafter such that all shares subject to the option shall be fully vested on the four-year anniversary of the Vesting Commencement Date. "Vesting Commencement Date" shall mean April 1, 2026.

Key Figures

RSUs exercised: 775,828 shares Tax-related sale: 26,858 shares at $3.48 Shares held after: 793,549 shares +3 more

6 metrics

RSUs exercised 775,828 shares Restricted stock units converting into Common Stock

Tax-related sale 26,858 shares at $3.48 Broker-assisted sale to cover withholding

Shares held after 793,549 shares Direct Common Stock ownership post-transaction

New option grant size 831,148 shares Stock option covering Common Stock

Option exercise price $3.54 per share Strike price of new stock option

Option expiration April 1, 2036 Term of stock option award

Key Terms

Restricted Stock Units, broker-assisted sale, 2021 Equity Incentive Plan, Vesting Commencement Date, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

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.

broker-assisted sale financial

"Represents a broker-assisted sale to satisfy the Reporting Person's tax withholding obligations"

2021 Equity Incentive Plan financial

"as defined in the Issuer's 2021 Equity Incentive Plan) through each applicable date"

Vesting Commencement Date financial

""Vesting Commencement Date" shall mean April 1, 2025."

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.

Stock Option (right to buy) financial

"security_title: "Stock Option (right to buy)" with 831148.0000 shares"

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 06:17 PM

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^*

Lennon David James

(Last)

(First)

(Middle)

C/O WHITEHAWK THERAPEUTICS, INC.

2 HEADQUARTERS PLAZA, EAST BUILDING, 11T

(Street)

MORRISTOWN

NEW JERSEY

07960

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Whitehawk Therapeutics, Inc. [ WHWK ]

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)
04/01/2026

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	04/01/2026		M		775,828	A	⁽¹⁾	820,407	D
Common Stock	04/02/2026		S⁽²⁾		26,858	D	$3.48	793,549	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⁾	04/01/2026		M			775,828	⁽³⁾	⁽³⁾	Common Stock	775,828	$0	0	D
Stock Option (right to buy)	$3.54	04/01/2026		A		831,148		⁽⁴⁾	04/01/2036	Common Stock	831,148	$0	831,148	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Whitehawk Therapeutics, Inc. Common Stock.

2. Represents a broker-assisted sale to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted stock units.

3. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through each applicable date, one hundred percent (100%) of the shares subject to the award shall vest on the one-year anniversary of the Vesting Commencement Date. "Vesting Commencement Date" shall mean April 1, 2025.

4. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through each applicable date, twenty five percent (25%) of the shares subject to the option shall vest on the one-year anniversary of the Vesting Commencement Date and 1/48th of the total shares subject to the Option shall vest every month thereafter such that all shares subject to the option shall be fully vested on the four-year anniversary of the Vesting Commencement Date. "Vesting Commencement Date" shall mean April 1, 2026.

	/s/ Stephen Rodin, as Attorney-in-Fact	04/03/2026
	** 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

FAQ

What did Whitehawk Therapeutics (WHWK) CEO David James Lennon do in this Form 4?

David James Lennon exercised 775,828 restricted stock units into Common Stock, received a new option grant for 831,148 shares at $3.54, and sold 26,858 shares at $3.48 in a broker-assisted sale to cover tax withholding obligations.

How many Whitehawk Therapeutics (WHWK) shares does the CEO hold after these transactions?

After the reported transactions, CEO David James Lennon directly holds 793,549 shares of Whitehawk Therapeutics Common Stock. This reflects RSU vesting into shares, a tax-related broker-assisted sale, and leaves him with a substantial continuing equity position in the company.

What are the terms of the new stock option granted to the Whitehawk (WHWK) CEO?

David James Lennon received a stock option covering 831,148 shares of Whitehawk Therapeutics Common Stock at a $3.54 exercise price, expiring April 1, 2036. Vesting occurs over four years, starting from an April 1, 2026 vesting commencement date, contingent on continued service.

How do the vested RSUs affect the Whitehawk Therapeutics (WHWK) CEO’s ownership?

The vesting and exercise of 775,828 restricted stock units increased David James Lennon’s Common Stock holdings, converting compensation into actual shares. After accounting for the tax-related sale, his direct ownership stands at 793,549 shares, aligning his interests with other shareholders.

What is the vesting schedule for the Whitehawk (WHWK) CEO’s new stock option?

The option vests over four years from an April 1, 2026 vesting commencement date. Twenty-five percent vests after one year, then 1/48th of the total shares vest monthly, assuming David James Lennon continues as a service provider under the company’s 2021 Equity Incentive Plan.