Is the FDMT share sale by Ashoo Gupta considered a discretionary trade?

The filing notes the 390-share sale was an automatic “sell to cover” transaction used to satisfy tax withholding obligations. Because it was structured to fund taxes on vested equity, it is characterized as a mechanical event rather than a discretionary open-market trading decision by Gupta.

4D Molecular (NASDAQ: FDMT) VP uses share sale to cover taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

4D Molecular Therapeutics VP Ashoo Gupta reported routine equity compensation activity. On March 20, 2026, Gupta exercised restricted stock units (RSUs) into 1,086 shares of common stock at a conversion price of $0.00 per share.

On the same date, 390 common shares were sold at $8.61 per share in an automatic “sell-to-cover” transaction to satisfy tax withholding obligations, as described in the footnotes, rather than a discretionary trade. Following these transactions, Gupta directly held 47,055 common shares, plus RSU awards that continue to vest beginning on June 20, 2025 in scheduled quarterly installments while serving as a company service provider.

Insider Trade Summary

Net Seller: 390 shares ($3,358)

Net Sell 6 txns

Insider Gupta Ashoo

Role VP, Finance and Controller

Sold 390 shs ($3K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	865	$0.00	--
Exercise	Restricted Stock Units	221	$0.00	--
Exercise	Common Stock	865	$0.00	--
Sale	Common Stock	310	$8.61	$3K
Exercise	Common Stock	221	$0.00	--
Sale	Common Stock	80	$8.61	$688.80

Holdings After Transaction: Restricted Stock Units — 12,119 shares (Direct); Common Stock — 47,224 shares (Direct)

Footnotes (1)

Restricted Stock Units convert into common stock on a one-for-one basis. The transaction represents an automatic sale to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. The shares underlying the restricted stock unit award shall vest as to 25% of the shares on June 20, 2025 and as to 1/16th of the underlying shares on each quarterly anniversary of such date thereafter, while the grantee remains a service provider to the Company. The shares underlying the restricted stock unit award shall vest as to 1/16th of the shares on June 20, 2025 and as to 1/16th of the underlying shares on each quarterly anniversary of such date thereafter, while the grantee remains a service provider to the Company.

Form 4 Insider Transactions: What Each Field Means →

03/24/2026 - 06:30 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Gupta Ashoo

(Last)

(First)

(Middle)

C/O 4D MOLECULAR THERAPEUTICS, INC.

5858 HORTON STREET #455

(Street)

EMERYVILLE

CALIFORNIA

94608

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
4D Molecular Therapeutics, Inc. [ FDMT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Finance and Controller

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/20/2026		M		865	A	⁽¹⁾	47,224	D
Common Stock	03/20/2026		S⁽²⁾		310	D	$8.61	46,914	D
Common Stock	03/20/2026		M		221	A	⁽¹⁾	47,135	D
Common Stock	03/20/2026		S⁽²⁾		80	D	$8.61	47,055	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/20/2026		M			865	⁽³⁾	⁽³⁾	Common Stock	865	$0	12,119	D
Restricted Stock Units	⁽¹⁾	03/20/2026		M			221	⁽⁴⁾	⁽⁴⁾	Common Stock	221	$0	3,087	D

Explanation of Responses:

1. Restricted Stock Units convert into common stock on a one-for-one basis.

2. The transaction represents an automatic sale to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

3. The shares underlying the restricted stock unit award shall vest as to 25% of the shares on June 20, 2025 and as to 1/16th of the underlying shares on each quarterly anniversary of such date thereafter, while the grantee remains a service provider to the Company.

4. The shares underlying the restricted stock unit award shall vest as to 1/16th of the shares on June 20, 2025 and as to 1/16th of the underlying shares on each quarterly anniversary of such date thereafter, while the grantee remains a service provider to the Company.

	/s/ Scott Bizily as Attorney-in-Fact for Ashoo Gupta	03/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did FDMT executive Ashoo Gupta report on this Form 4?

Ashoo Gupta reported exercising restricted stock units into 1,086 shares of 4D Molecular Therapeutics common stock. The filing also shows an associated automatic sale of 390 shares used to cover tax withholding obligations, reflecting routine equity compensation activity rather than a discretionary open-market trade.

How many FDMT shares did Ashoo Gupta sell, and at what price?

The Form 4 reports that 390 shares of 4D Molecular Therapeutics common stock were sold at $8.61 per share. According to the footnotes, this sale was automatically executed as a “sell to cover” transaction to fund tax withholding, not a discretionary investment decision.

How many FDMT shares does Ashoo Gupta hold after these reported transactions?

After the reported transactions, Ashoo Gupta directly holds 47,055 shares of 4D Molecular Therapeutics common stock. In addition, Gupta continues to hold restricted stock unit awards, which represent rights to receive more shares as they vest over time under the disclosed schedules.

What restricted stock unit (RSU) activity for FDMT did the Form 4 disclose?

The Form 4 shows two RSU exercises converting 865 and 221 units into the same number of 4D Molecular Therapeutics common shares at a $0.00 conversion price. These conversions are part of Gupta’s equity compensation and reflect previously granted awards becoming shares.

How do Ashoo Gupta’s FDMT RSUs vest following this Form 4 filing?

The footnotes explain that certain 4D Molecular Therapeutics RSU awards vest 25% on June 20, 2025, with the remaining shares vesting in equal sixteenth portions on each quarterly anniversary. Another RSU grant vests in equal sixteenth portions starting June 20, 2025, subject to continued service.