Form 4: Trevi Therapeutics CEO Jennifer Good Acquires Shares Through Performance-Based Stock Option Vesting

Trevi Therapeutics CEO Jennifer Good acquired 54,400 shares of common stock on March 10, 2025, following the vesting of a performance-based stock option due to the successful results of the Phase 2 RIVER trial.

Summary

• This Form 4 filing reports a change in beneficial ownership of Trevi Therapeutics, Inc. stock by Jennifer L. Good, the President & CEO.
• On February 15, 2024, Ms. Good was granted a performance-based stock option to purchase 170,000 shares of common stock.
• The option vests upon the attainment of specific performance criteria related to the company's Phase 2b CORAL trial and Phase 2 RIVER trial of Haduvio.
• On March 10, 2025, the Compensation Committee certified that the performance metrics related to the successful results of the RIVER trial were satisfied.
• This resulted in the vesting of the option for 54,400 shares of common stock at an exercise price of $2.38.
• Following this transaction, Ms. Good directly owns 54,400 shares of Trevi Therapeutics common stock through the vested options.
• The performance-based stock option remains eligible for vesting with respect to additional shares of common stock underlying the option in the event that performance metrics related to the successful results of the CORAL trial are satisfied.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The vesting of stock options indicates the achievement of a key clinical trial milestone, which is generally viewed favorably. However, the remaining vesting is contingent on future success, introducing some uncertainty.

Positives

• The vesting of the stock option indicates that the Phase 2 RIVER trial of Haduvio achieved successful results.
• The CEO's acquisition of shares could be seen as a positive signal, indicating confidence in the company's future prospects.
• The potential for further vesting based on the CORAL trial provides an additional incentive for continued success.

Risks

• The remaining portion of the stock option is contingent on the success of the Phase 2b CORAL trial, which is not yet complete.
• Failure to achieve successful results in the CORAL trial would mean that the remaining options will not vest.

Future Outlook

The document mentions the potential for further vesting of the stock option based on the results of the Phase 2b CORAL trial. The performance-based stock option remains eligible for vesting with respect to additional shares of common stock underlying the option in the event that performance metrics related to the successful results of the CORAL trial are satisfied.

Management Comments

• The Compensation Committee of the Board of Directors certified that the performance metrics related to the successful results of the RIVER trial were satisfied.

Industry Context

This announcement reflects the common practice of using stock options as incentives for executives in the biotechnology industry, linking compensation to the achievement of clinical trial milestones.

Comparison to Industry Standards

• Performance-based stock options are a common incentive mechanism in the biotech industry, aligning executive compensation with the achievement of clinical and regulatory milestones.
• Many biotech companies, such as Amgen, Gilead, and Biogen, utilize similar performance-based equity awards to motivate their leadership teams.
• The specific vesting criteria tied to Phase 2 trial results are typical for companies in Trevi Therapeutics' stage of development.

Stakeholder Impact

• Shareholders may view the successful RIVER trial results and CEO's increased stake as positive indicators.
• Employees may be motivated by the company's progress and the potential for further success.
• Patients may benefit from the development of new treatments for chronic cough.

Next Steps

• The company will continue to work towards the completion of the Phase 2b CORAL trial.
• The remaining portion of the stock option will vest if the CORAL trial achieves successful results.

Key Dates