Form 4: Entrada Therapeutics Director's Affiliated Funds Execute Pre-Planned Stock Sales

Kush Parmar, a Director and 10% owner of Entrada Therapeutics, Inc., reported the sale of common stock by affiliated investment funds, 5AM Ventures V, L.P. and 5AM Opportunities I, L.P., across multiple transactions in late June and early July 2025, executed under a Rule 10b5-1 plan.

Summary

• Kush Parmar, a Director and 10% owner of Entrada Therapeutics, Inc. (TRDA), reported changes in beneficial ownership of common stock.
• Transactions involved the sale of shares by two affiliated entities: 5AM Ventures V, L.P. and 5AM Opportunities I, L.P.
• On June 27, 2025, 5AM Ventures V, L.P. sold 55,735 shares at $6.91 per share, and 5AM Opportunities I, L.P. sold 19,265 shares at $6.91 per share.
• On June 30, 2025, 5AM Ventures V, L.P. sold 18,578 shares at $6.8127 per share, and 5AM Opportunities I, L.P. sold 6,422 shares at $6.8127 per share.
• On July 1, 2025, 5AM Ventures V, L.P. sold 18,578 shares at $7.1226 per share, and 5AM Opportunities I, L.P. sold 6,422 shares at $7.1226 per share.
• Following these transactions, 5AM Ventures V, L.P. beneficially owns 3,183,131 shares and 5AM Opportunities I, L.P. beneficially owns 1,100,248 shares.
• The reported transactions were made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider sales can be perceived negatively, the disclosure that these transactions were executed under a Rule 10b5-1 plan mitigates concerns that the sales are based on new, adverse non-public information.

Positives

• The sales were executed pursuant to a Rule 10b5-1(c) plan, indicating they were pre-scheduled and not based on new, non-public information, which mitigates concerns typically associated with insider sales.

Negatives

• The reported transactions represent a reduction in indirect beneficial ownership by a Director and 10% owner, which can sometimes be perceived negatively by the market as it reduces insider alignment.

Future Outlook

This Form 4 filing does not provide any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• Kush M. Parmar, M.D., Ph.D. is a managing member of 5AM Partners V, LLC (general partner of 5AM Ventures V, L.P.) and 5AM Opportunities I (GP), LLC (general partner of 5AM Opportunities I, L.P.), and may be deemed to share voting and investment power over the shares held by these entities.
• Dr. Parmar disclaims beneficial ownership of the shares held by 5AM Ventures V, L.P. and 5AM Opportunities I, L.P. except to the extent of his pecuniary interest therein.

Industry Context

This filing is a routine disclosure of insider transactions and does not provide information directly related to broader industry trends or competitive landscape.

Related Party Transactions

• The reported sales were conducted by 5AM Ventures V, L.P. and 5AM Opportunities I, L.P., entities for which Kush Parmar serves as a managing member of their respective general partners, indicating an indirect beneficial interest and a related party relationship.

Stakeholder Impact

• Shareholders may observe a reduction in indirect insider ownership, which could be interpreted in various ways, though the 10b5-1 plan suggests a pre-planned divestment rather than a reaction to new company-specific news.

Key Dates

Recommendation

Keywords

Entrada Therapeutics, TRDA, SEC Form 4, Insider Trading, Stock Sale, Beneficial Ownership, 5AM Ventures, Kush Parmar, Director, 10% Owner, Rule 10b5-1