Whitehawk Therapeutics (WHWK) CFO sells shares to cover tax bill

Rhea-AI Filing Summary

Whitehawk Therapeutics, Inc. Chief Financial Officer Scott M. Giacobello reported compensation-related stock activity. On March 1, 2026, he exercised restricted stock units, converting 6,750 RSUs into the same number of common shares at a stated price of $0.0000 per share. A related entry shows 13,500 RSUs remaining after this vesting. On March 2, 2026, he completed a broker-assisted sale of 2,594 common shares at an average price of $3.3096 per share to satisfy tax withholding obligations tied to the RSU vesting. Following these transactions, he directly held 28,100 common shares.

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^*

Giacobello Scott M.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL 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		6,750	A	(1)	30,694	D
Common Stock	03/02/2026		S(2)		2,594	D	$3.3096	28,100	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			6,750	(3)	(3)	Common Stock	6,750	$0	13,500	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) CFO report?

Whitehawk Therapeutics CFO Scott M. Giacobello exercised 6,750 restricted stock units into common shares and sold 2,594 shares. The sale was a broker-assisted transaction specifically to cover tax withholding obligations associated with the RSU vesting, rather than a discretionary open-market liquidation.

How many Whitehawk Therapeutics RSUs did the CFO vest and convert?

The CFO converted 6,750 restricted stock units into the same number of Whitehawk Therapeutics common shares. Each RSU represents a contingent right to receive one share, and a related entry shows 13,500 RSUs remaining after this vesting event under the company’s equity incentive plan.

Why did the Whitehawk Therapeutics CFO sell 2,594 shares of common stock?

He sold 2,594 common shares in a broker-assisted transaction to satisfy tax withholding obligations from the RSU vesting. This type of sale is a standard mechanism to cover income-tax liabilities and is not described as a discretionary portfolio decision in the disclosure.

At what price were the Whitehawk Therapeutics shares sold by the CFO?

The 2,594 Whitehawk Therapeutics common shares were sold at an average price of $3.3096 per share. This price applies specifically to the tax-related broker-assisted sale executed on March 2, 2026, as reported in the insider transaction data for the Form 4 filing.

How many Whitehawk Therapeutics shares does the CFO hold after these transactions?

After the reported transactions, the CFO directly holds 28,100 shares of Whitehawk Therapeutics common stock. This figure reflects his position following the RSU conversion into common shares and the subsequent sale of 2,594 shares to cover associated tax withholding obligations.

What is the vesting schedule for the CFO’s Whitehawk Therapeutics RSU award?

The RSU award vests 25% on the one-year anniversary of the March 1, 2024 Vesting Commencement Date, with an additional 25% vesting on each of the next three anniversaries. Continued service as a Service Provider is required on each applicable vesting date.