Form 4: Liquidia General Counsel Executes Pre-Planned Stock Transactions for Tax Purposes

Liquidia Corp's General Counsel, Russell Schundler, reported the acquisition of common stock through PSU conversion and a subsequent sale of shares to cover tax obligations, all under a pre-arranged Rule 10b5-1 plan.

Summary

• Russell Schundler, General Counsel of Liquidia Corp (LQDA), reported transactions involving the company's common stock.
• On July 11, 2025, Schundler acquired 3,759 shares of common stock through the conversion of Performance Stock Units (PSUs) on a one-for-one basis.
• Following this acquisition, his direct beneficial ownership increased to 585,813 shares.
• On July 14, 2025, Schundler sold 7,836 shares of common stock at a price of $14.28 per share.
• This sale was executed to cover taxes associated with the settlement of previously granted Restricted Stock Units (RSUs) and PSUs.
• The sale was conducted pursuant to a Rule 10b5-1 plan adopted by Schundler on December 15, 2023.
• After the sale, Schundler's direct beneficial ownership of common stock was 577,977 shares.
• Additionally, 14,500 shares are indirectly beneficially owned by his spouse, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.
• As of the filing date, Schundler holds 37,584 unvested Performance Stock Units (PSUs).
• He also holds 39,062 unvested RSUs from a January 11, 2023 grant, 68,834 unvested RSUs from a January 11, 2024 grant, and 102,543 RSUs from a January 11, 2025 grant (none of which have vested).
• An additional 11,029 shares were acquired under the Liquidia Corporation 2020 Employee Stock Purchase Plan.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The transactions are routine for executive compensation and tax planning, involving both the acquisition of shares through vesting and a subsequent sale to cover taxes, which is a common and expected event for insiders.

Positives

• The vesting of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) indicates the achievement of performance or time-based milestones, reflecting positively on the executive's compensation structure.
• The transactions were conducted under a Rule 10b5-1 plan, indicating pre-planned and automated stock sales, which can reduce concerns about opportunistic insider trading.

Negatives

• The sale of 7,836 shares, even for tax purposes, results in a reduction of the General Counsel's direct beneficial ownership in the company.

Risks

• No specific operational or financial risks for Liquidia Corp are disclosed in this Form 4 filing, which primarily reports insider stock transactions.

Future Outlook

Future vesting of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) is scheduled, with remaining PSUs vesting ratably on a quarterly basis over three years after January 11, 2025. Additional RSUs granted on January 11, 2023, January 11, 2024, and January 11, 2025, are also subject to future vesting schedules.

Industry Context

This Form 4 filing is a standard regulatory disclosure for publicly traded companies, reporting insider transactions. It reflects routine executive compensation practices and personal financial planning, common across all industries for executives of public companies.

Comparison to Industry Standards

• Not applicable as this document reports individual insider stock transactions, not company financial performance or operational benchmarks.

Corporate Governance

Related Party Transactions

• 14,500 shares of common stock are indirectly beneficially owned by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

Stakeholder Impact

• Shareholders: The sale of shares by an executive, even for tax purposes, slightly reduces insider ownership, which some investors might monitor. However, the pre-planned nature under a 10b5-1 plan mitigates negative interpretations.
• Employees: The vesting of PSUs and RSUs reflects the company's executive compensation structure, which can be a benchmark for other employees' equity incentives.

Next Steps

• Continued vesting of remaining Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) according to their respective schedules.

Key Dates

Keywords

Liquidia Corp, LQDA, Form 4, insider transaction, stock sale, executive compensation, Rule 10b5-1 plan, PSU, RSU, tax withholding, beneficial ownership