Form 4: Liquidia CEO Roger Jeffs Reports Vesting of Performance Stock Units and Tax-Related Stock Sale

Liquidia Corp's CEO, Roger Jeffs, reported the vesting of 69,169 performance stock units and the subsequent sale of 30,610 common shares at $16.97 to cover tax obligations, as part of a pre-arranged trading plan.

Summary

• Roger Jeffs, Chief Executive Officer and Director of Liquidia Corp (LQDA), reported transactions involving the company's common stock.
• On June 3, 2025, 69,169 Performance Stock Units (PSUs) vested and converted into common stock on a one-for-one basis. These PSUs were part of a grant made on January 11, 2024, which vest based on a time-based schedule (25% on January 11, 2025, and remaining quarterly over three years) and the first commercial sale of YUTREPIA by the Issuer.
• Following the vesting, on June 4, 2025, Mr. Jeffs sold 30,610 shares of common stock at a price of $16.97 per share.
• This sale was conducted to cover taxes associated with the settlement of the vested PSUs and was executed under a Rule 10b5-1 trading plan adopted on December 15, 2023.
• After these transactions, Mr. Jeffs directly beneficially owns 1,044,979 shares of common stock. This direct ownership includes 126,656 unvested Restricted Stock Units (RSUs) from a January 11, 2023 grant, 152,169 unvested RSUs from a January 11, 2024 grant, 229,327 unvested RSUs from a January 11, 2025 grant, and 9,856 shares acquired under the Liquidia Corporation 2020 Employee Stock Purchase Plan.
• His indirect beneficial ownership includes 46,595 shares held by the Roger A. Jeffs Living Trust UAD 2/29/2000 and 1,541,667 shares held by Serendipity BioPharma LLC, where Mr. Jeffs is the trustee and manager, respectively, with sole voting and dispositive power.
• In total, Mr. Jeffs beneficially owns 2,633,241 shares of Liquidia Corp common stock following these reported transactions.

Sentiment

Score: 6

Explanation: The document reports routine insider transactions, specifically the vesting of equity awards and a subsequent sale to cover tax liabilities, which is a common and expected event for executives. The transaction was pre-planned under a 10b5-1 plan, indicating transparency and no immediate negative implications for the company's outlook. The vesting of PSUs could be seen as a minor positive, reflecting achievement of certain conditions.

Positives

• The vesting of 69,169 Performance Stock Units (PSUs) indicates the achievement of certain performance or time-based conditions, which can be a positive signal regarding company or individual performance.
• The sale was conducted under a pre-arranged Rule 10b5-1 plan, indicating a planned and transparent transaction rather than an immediate reaction to market conditions.

Negatives

• The sale of 30,610 shares, even if for tax purposes, represents a reduction in direct ownership by the CEO.

Future Outlook

NA

Management Comments

• "The transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on December 15, 2023."
• "These shares were sold to cover taxes associated with the settlement of PSUs that were initially granted to the Reporting Person on January 11, 2024."

Industry Context

NA

Related Party Transactions

• The indirect holdings through Roger A. Jeffs Living Trust UAD 2/29/2000 and Serendipity BioPharma LLC are related party transactions as the Reporting Person controls these entities.

Stakeholder Impact

• Shareholders: The sale of shares by the CEO, even for tax purposes, slightly increases the float but is a routine event. The vesting of PSUs indicates progress towards company goals (e.g., YUTREPIA commercialization).
• Employees: The mention of the 2020 Employee Stock Purchase Plan indicates a broader employee equity program.

Next Steps

• Continued vesting of remaining Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) according to their respective schedules.
• Potential future commercial sale of YUTREPIA by Liquidia Corp, which is a condition for the full vesting of certain PSUs.

Key Dates

Recommendation

Keywords

Liquidia Corp, LQDA, Roger Jeffs, SEC Form 4, Insider Trading, Stock Sale, Performance Stock Units, PSUs, Restricted Stock Units, RSUs, Rule 10b5-1 Plan, Executive Compensation, Beneficial Ownership