Form 4: LENZ Therapeutics Director Zachary Scheiner Granted 13,500 Stock Options

LENZ Therapeutics, Inc. Director Zachary Scheiner was granted 13,500 stock options with an exercise price of $30, vesting fully on June 11, 2026, though he disclaims beneficial ownership as they are held for RA Capital entities.

Summary

• Director Zachary Scheiner of LENZ Therapeutics, Inc. was granted 13,500 stock options on June 11, 2025.
• The options have an exercise price of $30 per share and an expiration date of June 10, 2035.
• The entire grant of 13,500 shares subject to the option will vest on June 11, 2026, contingent upon Mr. Scheiner's continued service as an Outside Director.
• Mr. Scheiner disclaims beneficial ownership of these stock options and the underlying common stock, as they are held for the benefit of RA Capital Healthcare Fund, L.P., RA Capital Nexus Fund II, L.P., and a separately managed account.
• Any net cash or stock received upon exercise will be turned over to RA Capital Management, L.P., offsetting advisory fees owed by the aforementioned funds and account.

Sentiment

Score: 5

Explanation: Neutral. This is a routine disclosure of director compensation and does not inherently indicate positive or negative performance or strategic shifts for the company. The beneficial ownership disclaimer is a factual arrangement, not a sentiment indicator.

Positives

• The grant of stock options is a standard method of director compensation, aiming to align the director's interests with long-term shareholder value, even if the direct beneficial ownership is disclaimed for specific arrangements.

Negatives

• The director's disclaimer of beneficial ownership indicates that the direct financial incentive from these options accrues to RA Capital entities rather than directly to the individual director's personal stake, which might slightly dilute the direct alignment of the individual's personal financial interest with the company's stock performance.

Future Outlook

NA

Industry Context

This is a routine disclosure of director compensation in the biotechnology/pharmaceutical industry, common for public companies to incentivize and retain board members. The involvement of RA Capital Management suggests a connection to a significant institutional investor in the life sciences sector.

Comparison to Industry Standards

• Granting stock options to directors is a standard practice in the U.S. public company landscape, particularly in the biotechnology sector, to align director incentives with shareholder interests.
• The exercise price of $30, if it represents the market price on the grant date, is typical for at-the-money options.
• The one-year cliff vesting (100% after one year) is a common vesting schedule for director equity grants, though multi-year pro-rata vesting is also prevalent.
• The disclaimer of beneficial ownership due to holding for an investment fund is a specific arrangement related to the director's primary role or affiliation, which is less common for individual directors but typical for representatives of investment firms on boards.

Corporate Governance

Related Party Transactions

• The stock options are held by Zachary Scheiner for the benefit of RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., RA Capital Nexus Fund II, L.P., and a separately managed account. This arrangement constitutes a related party transaction as Mr. Scheiner is a director and likely affiliated with RA Capital.

Stakeholder Impact

• Shareholders: The grant of options is a form of potential dilution if exercised, but also a common way to incentivize directors. The beneficial ownership disclaimer means the direct alignment of this specific director's personal wealth with the stock performance is indirect, as the benefit accrues to RA Capital entities.
• Management/Directors: Confirms ongoing compensation for board service.

Next Steps

• The stock options will vest on June 11, 2026, assuming the director's continued service.
• The director may exercise the options at any time between vesting and the expiration date of June 10, 2035.

Key Dates

Keywords

LENZ Therapeutics, LENZ, Form 4, SEC Filing, Stock Option Grant, Director Compensation, Zachary Scheiner, RA Capital Management, Beneficial Ownership, Equity Compensation