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Whitehawk Therapeutics (WHWK) director gains stock grant and large pre-funded warrant

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Whitehawk Therapeutics director Caley Castelein reported new share and warrant awards. He received a grant of 255,102 shares of Common Stock at $3.92 per share, bringing his directly held Common Stock to 274,796 shares.

Entities associated with him, specifically KVP Capital, LP, now hold 2,165,998 shares of Common Stock indirectly and a Pre-Funded Warrant to acquire 2,072,756 additional Common shares at an exercise price of $0.0001 per share. The warrant can be exercised on or after May 14, 2026, but includes a 4.99% beneficial ownership cap. Castelein is Managing Director of KVP Capital and disclaims beneficial ownership in those indirect holdings except for his pecuniary interest.

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Insider Castelein Caley
Role null
Type Security Shares Price Value
Grant/Award Pre-Funded Warrant (right to buy) 2,072,756 $8,124,996.24 $16841.13B
Grant/Award Common Stock 255,102 $3.92 $1000K
holding Common Stock -- -- --
Holdings After Transaction: Pre-Funded Warrant (right to buy) — 2,072,756 shares (Indirect, See footnote); Common Stock — 274,796 shares (Direct, null); Common Stock — 2,165,998 shares (Indirect, See footnote)
Footnotes (1)
  1. Shares held by KVP Capital, LP. The Reporting Person is the Managing Director of KVP Capital. The Reporting Person disclaims beneficial ownership of shares held by KVP Capital, except to the extent of his pecuniary interest therein. Subject to the terms and conditions set forth in the Pre-Funded Warrant, the holder thereof may, at any time and from time to time on or after May 14, 2026, exercise the Pre-Funded Warrant until it has been exercised in full. Pursuant to the terms of the Pre-Funded Warrant, the holder cannot exercise any of the Pre-Funded Warrant to the extent the holder and its affiliates, including the Reporting Person, would beneficially own, after any such exercise, more than 4.99% of the outstanding Common Stock. Pre-Funded Warrant held by KVP Capital, LP. The Reporting Person is the Managing Director of KVP Capital. The Reporting Person disclaims beneficial ownership of the Pre-Funded Warrant held by KVP Capital, except to the extent of his pecuniary interest therein.
Common Stock grant 255,102 shares at $3.92 Award of Common Stock on May 14, 2026
Direct Common Stock holding 274,796 shares Shares held directly after grant
Indirect Common Stock holding 2,165,998 shares Common Stock held indirectly via KVP Capital, LP
Pre-Funded Warrant size 2,072,756 shares Underlying Common Stock for Pre-Funded Warrant
Warrant exercise price $0.0001 per share Exercise price of Pre-Funded Warrant
Ownership cap 4.99% of outstanding Common Stock Beneficial ownership limitation on warrant exercise
Pre-Funded Warrant financial
"Subject to the terms and conditions set forth in the Pre-Funded Warrant, the holder thereof may..."
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
beneficial ownership financial
"the holder cannot exercise any of the Pre-Funded Warrant to the extent the holder and its affiliates... would beneficially own..."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership... except to the extent of his pecuniary interest therein."
Managing Director financial
"The Reporting Person is the Managing Director of KVP Capital."
indirect ownership financial
"Pre-Funded Warrant held by KVP Capital, LP... The Reporting Person disclaims beneficial ownership..."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Castelein Caley
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/14/2026A255,102A$3.92274,796D
Common Stock2,165,998ISee footnote(1)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Pre-Funded Warrant (right to buy)$0.000105/14/2026A2,072,756 (2) (2)Common Stock2,072,756$8,124,996.242,072,756ISee footnote(3)
Explanation of Responses:
1. Shares held by KVP Capital, LP. The Reporting Person is the Managing Director of KVP Capital. The Reporting Person disclaims beneficial ownership of shares held by KVP Capital, except to the extent of his pecuniary interest therein.
2. Subject to the terms and conditions set forth in the Pre-Funded Warrant, the holder thereof may, at any time and from time to time on or after May 14, 2026, exercise the Pre-Funded Warrant until it has been exercised in full. Pursuant to the terms of the Pre-Funded Warrant, the holder cannot exercise any of the Pre-Funded Warrant to the extent the holder and its affiliates, including the Reporting Person, would beneficially own, after any such exercise, more than 4.99% of the outstanding Common Stock.
3. Pre-Funded Warrant held by KVP Capital, LP. The Reporting Person is the Managing Director of KVP Capital. The Reporting Person disclaims beneficial ownership of the Pre-Funded Warrant held by KVP Capital, except to the extent of his pecuniary interest therein.
/s/ Stephen Rodin, as Attorney-in-Fact05/18/2026
** Signature of Reporting PersonDate
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 insider transactions did Whitehawk Therapeutics (WHWK) director Caley Castelein report?

Director Caley Castelein reported awards of Common Stock and a Pre-Funded Warrant. He received 255,102 Common shares at $3.92, plus an indirect Pre-Funded Warrant for 2,072,756 shares, alongside existing indirect holdings through KVP Capital, LP, as disclosed in the Form 4.

How many Whitehawk Therapeutics (WHWK) shares does Caley Castelein now hold directly and indirectly?

After the reported transactions, Castelein directly holds 274,796 shares of Common Stock. Through KVP Capital, LP, he is associated with 2,165,998 additional Common shares and a Pre-Funded Warrant for 2,072,756 shares, while disclaiming beneficial ownership except for his pecuniary interest.

What are the key terms of the Pre-Funded Warrant reported for Whitehawk Therapeutics (WHWK)?

The Pre-Funded Warrant covers 2,072,756 shares of Common Stock at a $0.0001 exercise price. It is exercisable on or after May 14, 2026 and includes a 4.99% beneficial ownership limitation, restricting exercises that would push the holder’s stake above that level.

Who holds the indirect Whitehawk Therapeutics (WHWK) positions linked to Caley Castelein?

The indirect positions are held by KVP Capital, LP. Castelein is Managing Director of KVP Capital and disclaims beneficial ownership of its Common Stock and the Pre-Funded Warrant, except to the extent of his pecuniary interest in that investment entity.

Is the Common Stock reported in the Whitehawk Therapeutics (WHWK) Form 4 a market purchase or an award?

The 255,102 Common shares reported for Castelein are coded "A" as a grant or award. This indicates a compensation-related acquisition rather than an open-market purchase, and increased his directly held Common Stock to 274,796 shares after the transaction.

What ownership limitation applies to the Whitehawk Therapeutics (WHWK) Pre-Funded Warrant?

The Pre-Funded Warrant cannot be exercised if doing so would cause the holder and its affiliates, including Castelein, to beneficially own more than 4.99% of outstanding Common Stock. This contractual cap limits how much of the warrant can be exercised at any time.