Form 4 for FTH Faeth Therapeutics, Inc.

Accepted 2026-06-16 16:21:10 ET · period of report 2026-06-12 · accession 0002137706-26-000003 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
D	2026-06-16 16:21	2026-06-15	FTH	Hahn Stephen M.	Dir	C - Cnv Deriv	—	+44.8K	44.8K	New	—
D	2026-06-16 16:21	2026-06-12	FTH	Hahn Stephen M.	Dir	A - Grant	$0.00	+25.0K	25.0K	New	$0
D	2026-06-16 16:21	2026-06-15	FTH	Hahn Stephen M.	Dir	C - Cnv Deriv	—	-44.76	0	-100%	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2026-06-15	C	A	44,763	—	44,763	D	—	—	(F1) Subject to certain conditions set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock, each share of Series B Preferred Stock is convertible into 1,000 shares of the Issuer's Common Stock and has no expiration date. (F2) Pursuant to February 17, 2026 Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Sapphire First Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("First Merger Sub"), Sapphire Second Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("Second Merger Sub"), Faeth Holdings Therapeutics, Inc. ("HoldCo") and Faeth Therapeutics, LLC, a Delaware limited liability company and wholly owned subsidiary of HoldCo ("Faeth"), First Merger Sub merged with and into HoldCo, with HoldCo surviving the first merger as a wholly owned subsidiary of the Issuer, and immediately following the first merger, HoldCo merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of the Issuer (such mergers, the "Merger"). (F3) Footnote continued: Upon the closing of the Merger, shares of outstanding common stock of HoldCo were converted into the right to receive shares of the Issuer's Series B Preferred Stock.
2	Derivative	Stock Option (right to buy)	2026-06-12	A	A	25,000	$0.00	25,000	D	$13.00 · — to 2036-06-11	25,000 Common Stock	(F4) The shares subject to the option vest and become exercisable in 36 equal monthly installments over a three year period such that the option is fully vested on the third anniversary of the date of grant, or June 12, 2029, subject to the Reporting Person's continuous service with the Issuer as of each such vesting date. (F4) The shares subject to the option vest and become exercisable in 36 equal monthly installments over a three year period such that the option is fully vested on the third anniversary of the date of grant, or June 12, 2029, subject to the Reporting Person's continuous service with the Issuer as of each such vesting date.
3	Derivative	Series B Preferred Stock	2026-06-15	C	D	44.76	—	0	D	— · — to —	44,763 Common Stock	(F1) Subject to certain conditions set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock, each share of Series B Preferred Stock is convertible into 1,000 shares of the Issuer's Common Stock and has no expiration date. (F2) Pursuant to February 17, 2026 Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Sapphire First Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("First Merger Sub"), Sapphire Second Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("Second Merger Sub"), Faeth Holdings Therapeutics, Inc. ("HoldCo") and Faeth Therapeutics, LLC, a Delaware limited liability company and wholly owned subsidiary of HoldCo ("Faeth"), First Merger Sub merged with and into HoldCo, with HoldCo surviving the first merger as a wholly owned subsidiary of the Issuer, and immediately following the first merger, HoldCo merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of the Issuer (such mergers, the "Merger"). (F3) Footnote continued: Upon the closing of the Merger, shares of outstanding common stock of HoldCo were converted into the right to receive shares of the Issuer's Series B Preferred Stock. (F2) Pursuant to February 17, 2026 Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Sapphire First Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("First Merger Sub"), Sapphire Second Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("Second Merger Sub"), Faeth Holdings Therapeutics, Inc. ("HoldCo") and Faeth Therapeutics, LLC, a Delaware limited liability company and wholly owned subsidiary of HoldCo ("Faeth"), First Merger Sub merged with and into HoldCo, with HoldCo surviving the first merger as a wholly owned subsidiary of the Issuer, and immediately following the first merger, HoldCo merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of the Issuer (such mergers, the "Merger"). (F3) Footnote continued: Upon the closing of the Merger, shares of outstanding common stock of HoldCo were converted into the right to receive shares of the Issuer's Series B Preferred Stock. (F2) Pursuant to February 17, 2026 Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Sapphire First Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("First Merger Sub"), Sapphire Second Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("Second Merger Sub"), Faeth Holdings Therapeutics, Inc. ("HoldCo") and Faeth Therapeutics, LLC, a Delaware limited liability company and wholly owned subsidiary of HoldCo ("Faeth"), First Merger Sub merged with and into HoldCo, with HoldCo surviving the first merger as a wholly owned subsidiary of the Issuer, and immediately following the first merger, HoldCo merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of the Issuer (such mergers, the "Merger"). (F3) Footnote continued: Upon the closing of the Merger, shares of outstanding common stock of HoldCo were converted into the right to receive shares of the Issuer's Series B Preferred Stock. (F2) Pursuant to February 17, 2026 Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Sapphire First Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("First Merger Sub"), Sapphire Second Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("Second Merger Sub"), Faeth Holdings Therapeutics, Inc. ("HoldCo") and Faeth Therapeutics, LLC, a Delaware limited liability company and wholly owned subsidiary of HoldCo ("Faeth"), First Merger Sub merged with and into HoldCo, with HoldCo surviving the first merger as a wholly owned subsidiary of the Issuer, and immediately following the first merger, HoldCo merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of the Issuer (such mergers, the "Merger"). (F3) Footnote continued: Upon the closing of the Merger, shares of outstanding common stock of HoldCo were converted into the right to receive shares of the Issuer's Series B Preferred Stock. (F1) Subject to certain conditions set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock, each share of Series B Preferred Stock is convertible into 1,000 shares of the Issuer's Common Stock and has no expiration date.