Form 4: Fractyl Health Director Amy Schulman Granted 22,500 Stock Options

Amy W. Schulman, a Director at Fractyl Health, Inc., was granted 22,500 stock options as compensation for her board service, with an exercise price of $2.27 per share.

Summary

• Amy W. Schulman, a Director of Fractyl Health, Inc. (GUTS), was granted 22,500 stock options.
• The stock options were granted on June 11, 2025, with an exercise price of $2.27 per share.
• These options were awarded as compensation for her service on the Issuer's board of directors, in accordance with the company's non-employee director compensation policy.
• The options will vest and become exercisable in a single installment on the earlier of the date of the next annual meeting of stockholders or the first anniversary of the grant date (June 11, 2026), contingent on her continued service as a non-employee director.
• The options have an expiration date of June 10, 2035.

Sentiment

Score: 5

Explanation: This is a neutral event, representing a routine compensation grant to a director, which is a standard corporate practice and does not indicate significant positive or negative operational or financial news.

Positives

• The grant aligns with the company's established non-employee director compensation policy, indicating adherence to corporate governance practices.
• The long expiration date of June 10, 2035, provides a long-term incentive for the director to contribute to the company's success.

Future Outlook

The stock options granted will vest and become exercisable in a single installment on the earlier of the next annual meeting of stockholders or the first anniversary of the grant date (June 11, 2025), subject to the director's continued service. The options have an expiration date of June 10, 2035.

Industry Context

The granting of stock options to non-employee directors is a common practice across various industries, including the healthcare and biotechnology sectors where Fractyl Health operates. This compensation mechanism is widely used to align the interests of directors with those of shareholders by providing an equity stake in the company, incentivizing long-term value creation.

Comparison to Industry Standards

• The practice of granting stock options as compensation to non-employee directors is a standard industry practice across publicly traded companies, including those in the biotechnology and medical device sectors.
• The specific number of options (22,500) and the exercise price ($2.27) are specific to Fractyl Health's compensation policy and current stock valuation. A direct comparison of the quantum to industry peers would require detailed benchmarking data from companies of similar size, stage, and industry within the GUTS sector, which is not provided in this document.

Corporate Governance

Related Party Transactions

• The grant of stock options to Amy W. Schulman, a director, constitutes a related party transaction as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The grant of options, while potentially dilutive upon exercise, aims to align the director's interests with long-term shareholder value creation.
• Employees: No direct impact on employees is mentioned in this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is mentioned in this filing.

Next Steps

• The stock options will vest on the earlier of the next annual meeting of stockholders or the first anniversary of the grant date (June 11, 2026), contingent on continued service.

Key Dates

Keywords

Fractyl Health, GUTS, SEC Form 4, Stock Options, Director Compensation, Equity Grant, Amy W. Schulman, Insider Transaction, Non-employee Director, Vesting Schedule