SEC Form 4 · accession 0001346566-26-000004

Quince Therapeutics, Inc. · QNCX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Brigette Roberts

Officer — Chief Corp. Affairs Officer · Director

Period of report

May 18, 2026

Accepted (ET)

Jun 11, 2026 · 5:30 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001662774

Table I — non-derivative securities

No Table I lines on this filing.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F1,F2	$0.09	May 18, 2026	A	34,675	A	—	Mar 1, 2031	Common Stock	34,675	34,675	D
Employee Stock Option (Right to Buy)^F3,F2	$0.09	May 18, 2026	A	228,855	A	—	Apr 7, 2032	Common Stock	228,855	228,855	D
Employee Stock Option (Right to Buy)^F4,F2	$0.09	May 18, 2026	A	124,830	A	—	Sep 5, 2032	Common Stock	124,830	124,830	D
Employee Stock Option (Right to Buy)^F5,F2	$0.09	May 18, 2026	A	69,350	A	—	Jul 30, 2033	Common Stock	69,350	69,350	D
Employee Stock Option (Right to Buy)^F6,F2	$0.09	May 18, 2026	A	362,092	A	—	Mar 14, 2034	Common Stock	362,092	362,092	D
Employee Stock Option (Right to Buy)^F7,F2	$0.09	May 18, 2026	A	133,615	A	—	Aug 12, 2034	Common Stock	133,615	133,615	D
Employee Stock Option (Right to Buy)^F8,F2	$0.09	May 18, 2026	A	2,070,107	A	—	Mar 15, 2036	Common Stock	2,070,107	2,070,107	D
Employee Stock Option (Right to Buy)^F9,F2	$0.84	May 18, 2026	A	6,837,319	A	—	May 11, 2036	Common Stock	6,837,319	6,837,319	D
Employee Stock Option (Right to Buy)^F9,F10	$0.84	May 18, 2026	A	6,837,319	A	—	May 11, 2036	Common Stock	6,837,319	6,837,319	D

Explanation of responses

F1Received in exchange for a stock option to acquire 50,000 shares of Orphai Therapeutics, LLC ("Orphai") common stock with an exercise price of $0.06 per share pursuant to an Agreement and Plan of Merger, dated May 17, 2026 (the "Merger Agreement"), by and among the Issuer, Phoenix Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("First Merger Sub"), Phoenix Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("Second Merger Sub"), Orphai Holdings Therapeutics, Inc., a Delaware corporation ("HoldCo") and Orphai.
F10Beginning May 21, 2026, the shares subject to the option vest in a series of thirty-six (36) successive equal monthly installments, subject to the Reporting Person's Continued Service (as defined in the Orphai's 2026 Stock Incentive Plan) wih the Issuer as of each such vesting date.
F2Immediately exercisable.
F3Received in exchange for stock options to acquire an aggregate of 330,000 shares of Orphai common stock with an exercise price of $0.06 per share pursuant to the Merger Agreement.
F4Received in exchange for stock options to acquire an aggregate of 180,000 shares of Orphai common stock with an exercise price of $0.06 per share pursuant to the Merger Agreement.
F5Received in exchange for stock options to acquire an aggregate of 100,000 shares of Orphai common stock with an exercise price of $0.06 per share pursuant to the Merger Agreement.
F6Received in exchange for stock options to acquire an aggregate of 522,124 shares of Orphai common stock with an exercise price of $0.06 per share pursuant to the Merger Agreement.
F7Received in exchange for stock options to acquire an aggregate of 192,668 shares of Orphai common stock with an exercise price of $0.06 per share pursuant to the Merger Agreement.
F8Received in exchange for stock options to acquire an aggregate of 2,985,015 shares of Orphai common stock with an exercise price of $0.06 per share pursuant to the Merger Agreement.
F9Received in exchange for stock options to acquire an aggregate of 9,859,148 shares of Orphai common stock with an exercise price of $0.58 per share pursuant to the Merger Agreement.