X4 Pharmaceuticals insider grants: 1.61M options at $1.42 and 289,881 RSUs

Rhea-AI Filing Summary

John Volpone, President and Director of X4 Pharmaceuticals, Inc. (XFOR), reported stock awards and option grants on 08/12/2025 and 08/14/2025. The Form 4 discloses 289,881 restricted stock units (RSUs) granted (zero purchase price) that vest one third on each of August 12, 2026, 2027 and 2028, subject to continued service and shareholder approval at the 2026 annual meeting. Two stock option grants were reported: 1,609,873 options at $1.42 (granted 08/12/2025) and 529,201 options at $3.14 (granted 08/14/2025). Each option vests one third on August 12, 2026 with the remainder vesting monthly over 24 months, contingent on continued service. The Form is filed by one reporting person and signed by attorney-in-fact.

Positive

• Clear service-based vesting aligns executive incentives with multi-year company performance
• RSUs contingent on shareholder approval provide a governance check before final issuance
• Timely disclosure filed on Form 4 with attorney-in-fact signature

Negative

• Potential dilution from a total of 2,139,074 options and 289,881 RSUs if exercised and settled
• Large option grants may materially increase share count depending on current outstanding shares (not disclosed in this filing)

Insights

Financial Analyst

TL;DR: Significant equity grants to the company President may dilute shares but align management incentives over multi-year vesting.

The Form 4 documents large equity awards that could be dilutive if exercised, totaling 1,609,873 options at $1.42 and 529,201 options at $3.14 plus 289,881 RSUs. Vesting is tied to continued service and shareholder approval for the RSUs, indicating retention-focused compensation. These grants increase potential outstanding common shares over the next two to three years and should be considered when modeling share count and executive compensation expense.

Corporate Governance Expert

TL;DR: Grants follow typical service-based vesting and require shareholder approval for RSUs, consistent with governance practices.

The RSU award is expressly contingent on approval at the 2026 annual meeting, which creates a governance checkpoint. Vesting schedules for options and RSUs are service-based with staged vesting, aligning with retention objectives. The disclosure is timely and includes an attorney-in-fact signature, meeting procedural requirements. Materiality depends on company size and total share count, which is not provided here.

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

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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^*

Volpone John

(Last) (First) (Middle)

C/O X4 PHARMACEUTICALS INC.

61 NORTH BEACON STREET 4TH FLOOR

(Street)

BOSTON MA 02134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
X4 Pharmaceuticals, Inc [ XFOR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/14/2025		A		289,881(1)	A	$0	289,881	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
Stock Option (right to buy)	$1.42	08/12/2025		A		1,609,873		(2)	08/12/2035	Common Stock	1,609,873	$0	1,609,873	D
Stock Option (right to buy)	$3.14	08/14/2025		A		529,201		(2)	08/14/2035	Common Stock	529,201	$0	529,201	D

Explanation of Responses:

1. Represents restricted stock units (RSUs) granted to the Reporting Person. One third of the RSUs shall vest on each of August 12, 2026, August 12, 2027 and August 12, 2028, subject to the Reporting Person continuing to provide services through each such date and contingent upon approval of the grant at the Issuer's 2026 Annual Meeting of Stockholders.

2. One third of the shares subject to the option shall vest on August 12, 2026, with the remainder vesting in equal installments each successive month thereafter for a period of 24 months, subject to the Reporting Person continuing to provide services through each such date.

Remarks:

	/s/ Brian Bowersox, Attorney-In-Fact	08/14/2025
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

Who filed the Form 4 for XFOR and what is their role?

The Form 4 was filed for John Volpone, who is identified as President and a Director of X4 Pharmaceuticals, Inc. (XFOR).

What equity awards were reported on the Form 4 for XFOR?

The filing reports 289,881 RSUs and two option grants: 1,609,873 options at $1.42 and 529,201 options at $3.14.

When do the reported awards vest?

RSUs vest one third on each of August 12, 2026, 2027 and 2028 subject to service and shareholder approval; options vest one third on August 12, 2026 with the remainder vesting monthly over 24 months thereafter, subject to continued service.

Are the RSUs conditional on any approvals?

Yes, the RSUs are contingent upon approval of the grant at the issuer's 2026 Annual Meeting of Stockholders.

Who signed the Form 4 and when?

The form was signed by /s/ Brian Bowersox, Attorney-In-Fact on 08/14/2025.