STOCK TITAN

Seaport Therapeutics (SPTX) director logs IPO-driven share conversion and new option grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Seaport Therapeutics director Denice Torres reported equity-related changes tied to the company’s initial public offering and board compensation. A revocable trust associated with her converted 42,105 shares of Series B Preferred Stock into 13,406 shares of Common Stock on a one-for-one basis upon the IPO closing on May 4, 2026, with no additional consideration.

Separately, she received a stock option grant for 12,258 shares of Common Stock at an exercise price of $18.00 per share. This option expires on April 29, 2036 and will vest in full on April 30, 2027, subject to her continued service.

Positive

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Insider Torres Denice
Role null
Type Security Shares Price Value
Conversion Series B Preferred Stock 42,105 $0.00 --
Conversion Common Stock 13,406 $0.00 --
Grant/Award Stock Option (Right to Buy) 12,258 $0.00 --
Holdings After Transaction: Series B Preferred Stock — 0 shares (Indirect, By Denice M. Torres Revocable Trust); Common Stock — 13,406 shares (Indirect, By Denice M. Torres Revocable Trust); Stock Option (Right to Buy) — 12,258 shares (Direct, null)
Footnotes (1)
  1. Each share of Series B Preferred Stock (the "Preferred Stock") was convertible into Common Stock of the Issuer on a one-for-one basis at the option of the holder, and automatically converted upon the closing of the Issuer's initial public offering on May 4, 2026 without payment of further consideration. The Preferred Stock had no expiration date. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that she is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. The shares underlying this option shall vest in full on April 30, 2027, subject to the Reporting Person's continued service on such vesting date.
Common shares after conversion 13,406 shares Indirectly held by revocable trust after May 4, 2026 conversion
Series B Preferred converted 42,105 shares Automatically converted into Common Stock upon IPO closing on May 4, 2026
Stock option grant size 12,258 options Option to buy Common Stock granted on April 30, 2026
Option exercise price $18.00 per share Strike price for 12,258-share stock option award
Option expiration April 29, 2036 Expiration date of granted stock option
Option vesting date April 30, 2027 Full vesting date, subject to continued service
Series B Preferred Stock financial
"Each share of Series B Preferred Stock was convertible into Common Stock on a one-for-one basis"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
initial public offering financial
"automatically converted upon the closing of the Issuer's initial public offering on May 4, 2026"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
stock option financial
"The shares underlying this option shall vest in full on April 30, 2027"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
Revocable Trust financial
"nature_of_ownership: By Denice M. Torres Revocable Trust"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
SEC Form 4
FORM 4UNITED 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*
Torres Denice

(Last)(First)(Middle)
SEAPORT THERAPEUTICS, INC.
101 SEAPORT BLVD., FLOOR 12

(Street)
BOSTON MASSACHUSETTS 02210

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Seaport Therapeutics, Inc. [ SPTX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/04/2026C13,406A(1)13,406IBy Denice M. Torres Revocable Trust(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$1804/30/2026A12,258 (3)04/29/2036Common Stock12,258$012,258D
Series B Preferred Stock(1)05/04/2026C42,105 (1) (1)Common Stock13,406$00IBy Denice M. Torres Revocable Trust(2)
Explanation of Responses:
1. Each share of Series B Preferred Stock (the "Preferred Stock") was convertible into Common Stock of the Issuer on a one-for-one basis at the option of the holder, and automatically converted upon the closing of the Issuer's initial public offering on May 4, 2026 without payment of further consideration. The Preferred Stock had no expiration date.
2. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that she is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.
3. The shares underlying this option shall vest in full on April 30, 2027, subject to the Reporting Person's continued service on such vesting date.
/s/ Lana Gladstein, Attorney-in-Fact05/04/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transactions did Seaport Therapeutics (SPTX) director Denice Torres report?

Denice Torres reported a conversion of Series B Preferred Stock into Common Stock and a new stock option grant. A revocable trust associated with her converted preferred shares into 13,406 Common shares, and she received an option for 12,258 Common shares as board compensation.

How many Seaport Therapeutics (SPTX) common shares resulted from the preferred stock conversion?

The revocable trust associated with director Denice Torres converted 42,105 shares of Series B Preferred Stock into 13,406 shares of Seaport Therapeutics Common Stock. The conversion occurred automatically upon closing of the company’s initial public offering on May 4, 2026, without additional payment.

What are the terms of Denice Torres’s new Seaport Therapeutics (SPTX) stock option grant?

Denice Torres received a stock option covering 12,258 shares of Seaport Therapeutics Common Stock with an exercise price of $18.00 per share. The option expires on April 29, 2036 and will vest in full on April 30, 2027, contingent on her continued service.

Was the Seaport Therapeutics (SPTX) preferred stock conversion tied to the IPO?

Yes. Each share of Seaport Therapeutics Series B Preferred Stock was convertible into Common Stock and automatically converted upon closing of the company’s initial public offering on May 4, 2026, on a one-for-one basis, with no additional consideration paid by the holder for the conversion.

How does Denice Torres hold her Seaport Therapeutics (SPTX) common shares after this Form 4?

Following the reported transactions, 13,406 shares of Seaport Therapeutics Common Stock are held indirectly through the Denice M. Torres Revocable Trust. The filing notes that she disclaims beneficial ownership of these shares except to the extent of any pecuniary interest she may have in the trust.

When will the new Seaport Therapeutics (SPTX) stock option for Denice Torres vest?

The stock option granted to Denice Torres for 12,258 shares of Seaport Therapeutics Common Stock will vest in full on April 30, 2027. Vesting is conditioned on her continued service through that date, as specified in the filing’s footnote describing the award’s vesting terms.