X4 Pharmaceuticals (XFOR) Executive Chairman Receives Large Equity Awards

Rhea-AI Filing Summary

Craig Adam R, Executive Chairman and Director of X4 Pharmaceuticals, Inc. (XFOR), reported equity awards in a Form 4 covering transactions on 08/12/2025 and 08/14/2025. The filing shows 289,881 restricted stock units (RSUs) granted (vest one-third each year beginning 08/12/2026, contingent on service and shareholder approval at the 2026 annual meeting). The filing also reports two stock option grants: 1,609,873 options exercisable at $1.42 (vesting beginning 08/12/2026 with remaining vesting monthly over 24 months) and 529,201 options exercisable at $3.14 (granted 08/14/2025). After the reported transactions, the reporting person beneficially owns 289,881 shares and 1,609,873 and 529,201 underlying shares from options, all held directly.

Positive

• Material equity awards granted to the Executive Chairman (RSUs and options) align management incentives with long-term performance
• Clear vesting schedules tie a large portion of compensation to continued service and multi-year performance
• RSU vesting contingent on shareholder approval introduces an additional governance check

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Significant equity grants to the Executive Chairman align incentives with long-term shareholder outcomes but include a shareholder-approval contingency for RSUs.

The awards are sizeable relative to typical single-insider grants: nearly 2.15 million option shares plus 289,881 RSUs. Vesting schedules tie a material portion to multi-year service and, for the RSUs, to shareholder approval at the 2026 meeting, which adds a governance checkpoint. These features suggest retention and alignment motives rather than immediate liquidity for the officer.

Securities Analyst

TL;DR: Large option grants at $1.42 and $3.14 and RSUs create potential future dilution but currently reflect compensation, not sales.

The Form 4 shows grant dates of 08/12/2025 and 08/14/2025 with explicit exercise prices and vesting terms. No dispositions or open-market sales are reported. From an investor-impact viewpoint, the grants are material for cap table modeling and warrant monitoring but represent compensation issuance rather than immediate cash flow or insider selling.

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^*

Craig Adam R

(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)

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

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/ David Kirske, 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.
* 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.

FAQ

What did XFOR Executive Chairman Craig Adam R receive in the Form 4?

He received 289,881 RSUs and stock options covering 1,609,873 shares at $1.42 and 529,201 shares at $3.14 as reported on 08/12/2025 and 08/14/2025.

When do the RSUs and options vest for XFOR insider grants?

RSUs vest one-third on each of 08/12/2026, 08/12/2027, and 08/12/2028 subject to continued service and shareholder approval; one-third of the $1.42 options vest 08/12/2026 with remaining vesting monthly over 24 months.

Are these transactions sales or purchases of shares for XFOR (Form 4)?

These are grants (acquisitions) of equity awards reported as acquisitions (transaction code A); no sales or dispositions are reported in this filing.

Do the RSUs require shareholder approval for XFOR?

Yes; vesting of the RSUs is contingent upon approval of the grant at the issuer's 2026 Annual Meeting of Stockholders as stated in the filing.

How is ownership reported after these transactions for the insider?

Following the reported transactions the filing lists 289,881 shares beneficially owned and shows the underlying common stock amounts of 1,609,873 and 529,201 from the options, all reported as direct ownership.