Whitehawk Therapeutics (WHWK) CEO sells shares to cover RSU tax

Rhea-AI Filing Summary

Whitehawk Therapeutics CEO David James Lennon reported routine equity compensation activity. He exercised restricted stock units into 16,250 shares of Common Stock at a conversion price of $0.0000 per share on March 1, 2026. On March 2, 2026, 5,100 Common Stock shares were sold at $3.3096 per share in a broker-assisted sale to satisfy tax withholding obligations related to the RSU vesting, rather than a discretionary market sale. After these transactions, he directly holds 44,579 shares of Common Stock and 32,500 restricted stock units.

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

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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^*

Lennon David James

(Last) (First) (Middle)

C/O WHITEHAWK THERAPEUTICS, INC.

2 HEADQUARTERS PLAZA, EAST BUILDING, 11T

(Street)

MORRISTOWN NJ 07960

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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
Common Stock	03/01/2026		M		16,250	A	(1)	49,679	D
Common Stock	03/02/2026		S(2)		5,100	D	$3.3096	44,579	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/01/2026		M			16,250	(3)	(3)	Common Stock	16,250	$0	32,500	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, twenty five percent (25%) of the shares subject to the award shall vest on the one-year anniversary of the Vesting Commencement Date, and twenty five percent (25%) of the shares subject to the award shall vest each of the next three Vesting Commencement Date anniversaries thereafter. "Vesting Commencement Date" shall mean March 1, 2024.

	/s/ Stephen Rodin, as Attorney-in-Fact	03/10/2026
	** 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

What insider transactions did Whitehawk Therapeutics (WHWK) report for David James Lennon?

Whitehawk Therapeutics reported that CEO David James Lennon exercised 16,250 restricted stock units into Common Stock and sold 5,100 shares. The sale was broker-assisted solely to cover tax withholding obligations from the RSU vesting, not a discretionary open-market sale.

How many Whitehawk Therapeutics (WHWK) shares did the CEO sell and at what price?

The CEO sold 5,100 shares of Whitehawk Therapeutics Common Stock at $3.3096 per share. According to the disclosure, this broker-assisted sale was conducted to satisfy tax withholding obligations arising from the vesting of previously granted restricted stock units.

What RSU activity did the Whitehawk Therapeutics (WHWK) CEO report?

The CEO reported exercising 16,250 restricted stock units, each representing a right to receive one share of Common Stock, at a conversion price of $0.0000. Following this transaction, 32,500 restricted stock units remain outstanding, subject to continued service-based vesting conditions under the company’s equity plan.

What are the vesting terms of the Whitehawk Therapeutics (WHWK) CEO’s RSU award?

The RSU award vests over four years, provided the CEO continues as a Service Provider. Twenty-five percent of the shares vest on the one-year anniversary of the March 1, 2024 Vesting Commencement Date, with an additional twenty-five percent vesting on each of the next three anniversaries.

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

After the reported transactions, the CEO directly holds 44,579 shares of Whitehawk Therapeutics Common Stock. In addition, he has 32,500 restricted stock units outstanding, each representing a contingent right to receive one share of Common Stock upon future vesting events.